Remuneration framework to align with strategic direction

NZX Code: ATM
ASX Code: A2M

The a2 Milk Company Limited
www.thea2milkcompany.com

19 November 2019
NZX/ASX Market Release

Launch of revised remuneration framework to align with strategic direction
The a2 Milk Company today announces a number of updates in relation to the Company’s remuneration
framework to enhance alignment with its strategic direction.
To support the execution of our strategy, in 2018 we commenced a review of our processes and practices with
regard to our people, remuneration and incentive structures.
Valuing the alignment of shareholders’ interests with transparent and accountable remuneration practices and
with the assistance of independent remuneration consultants, we identified a number of areas in which
meaningful enhancements could be made to ensure management incentives are aligned with the execution of
our strategy.
The remuneration framework has been developed to appropriately reflect market conditions with a balance of
fixed and variable components; designed to drive short and medium term performance as well as long term value
creation; and ensuring we can continue to retain, attract and incentivise the best people for the future.
The announcement of our revised remuneration framework coincides with our 2019 Annual Meeting.

Long Term Incentive Plans
Our Long Term Incentive (LTI) Plan is designed to reward performance in support of the achievement of our
business strategy, targeting profitable, long term revenue growth, which requires appropriate investment.
The incentive is in the form of Performance Rights and governed by specific terms and conditions.
The new LTI structure moves away from a single hurdle which incentivises only earnings per share (EPS) growth as
we believe this could encourage underinvestment in the brand and infrastructure and therefore limit future
growth. The performance model being introduced now directly incentivises revenue growth but also safeguards
bottom line financial performance with an EPS growth threshold.
Awards under the LTI Plan will vest if the minimum EPS and revenue growth thresholds have been met, while the
quantum of vesting will be determined by reference to the quantum of revenue growth achieved. In other words,
a minimum level of EPS growth must be achieved while also delivering strong revenue growth.
To the extent strong revenue growth is achieved that meets or exceeds the vesting threshold but EPS growth has
not met the vesting threshold, no vesting will occur.
Similarly, if the EPS growth vesting threshold is achieved but the revenue growth vesting threshold is not, no
vesting will occur.
The value of the Performance Rights offered is determined as a percentage of each participant’s fixed annual
remuneration, and the number of Performance Rights granted is determined by dividing the relevant percentage
of the participant’s fixed annual remuneration by the relevant volume-weighted average price of the Company’s
shares.

2

Participation in the LTI Plan is limited to the senior leadership team or individuals in critical senior management
roles. The LTI Plan recognises the importance of aligning participants’ and shareholders’ interests.

FY19 LTI Plan
With the Board undertaking a review of the Company’s remuneration practices in 2019 it was considered
premature to issue Performance Rights for FY19. With the review now complete, the Company has today issued
Performance Rights in respect of FY19 to the relevant LTI Plan participants.
These FY19 Performance Rights will be assessed against the two-year performance period from 1 July 2019 to 30
June 2021 (rather than the three year performance period from 1 July 2018 to 1 July 2021 that would have
applied if the Performance Rights were issued at the usual time for FY19 LTI awards, being shortly following the
Company’s release of its FY18 full year results). As noted above, the quantum of grants has been set by reference
to a fixed percentage of each participant’s FY19 fixed annual remuneration.
While the delay of more than one year in the issue of Performance Rights under the FY19 LTI Plan has resulted in
a performance period of only two years, it is considered appropriate in balancing shareholders’ interests with
offering performance-based incentives to eligible LTI participants and avoids any perception of setting targets
with the benefit of hindsight.
There is also no change to the ultimate vesting date of these Performance Rights that would have applied had the
rights been issued consistent with the usual timing, being shortly following the Company’s release of its FY18 full
year results (and with a three year performance period).

FY20 LTI Plan
The Company has also today issued Performance Rights to LTI Plan participants under the FY20 LTI Plan which will
be assessed over the three-year performance period from 1 July 2019 to 30 June 2022.

Performance hurdles – FY19 and FY20 LTI plans
The vesting of any Performance Rights for the FY19 and FY20 LTI plans is subject to the Company achieving a
compound annual growth rate (CAGR) in:
• normalised sales
1
(S-CAGR); and
• diluted earnings per ordinary share (E-CAGR),

in each case, from 1 July 2019 to 30 June 2022, of at least 15%.

If these Performance Hurdles are achieved, the proportion of Performance Rights that will vest will be determined
according to the relevant bands (as applicable) shown in the tables below:


1
‘Normalised sales’, in respect of a financial year, means sales plus such additional revenue or income items less such
unusual and one-off items (in each case, as may be determined by the Board in its absolute discretion) based on relevant
financial information reported in the annual report of the Company in respect of that financial year.

3

FY19 LTI Plan (participants other than CEO)
Performance period 1 July 2019 to 30 June 2021
Vesting
1
percentage 0% 50% 85% 100%
Performance hurdle
• S-CAGR; and
• E-CAGR

S-CAGR
<15%

OR

E-CAGR
<15%
S-CAGR
15%

AND

E-CAGR
=>15%
S-CAGR
20%

AND

E-CAGR
=>15%
S-CAGR
25%

AND

E-CAGR
=>15%

FY20 LTI Plan (all participants including the CEO)
Performance period 1 July 2019 to 30 June 2022
Vesting
1
percentage 0% 50% 85% 100%
Performance hurdle
• S-CAGR; and
• E-CAGR
S-CAGR
<15%

OR

E-CAGR
<15%
S-CAGR
15%

AND

E-CAGR
=>15%
S-CAGR
18.5%

AND

E-CAGR
=>15%
S-CAGR
22%

AND

E-CAGR
=>15%
1
For both FY19 and FY20 Performance Rights, vesting is on a straight-line basis between each relevant band (ie 50%>85% and 85%>100%)

As previously disclosed, the Managing Director & Chief Executive Officer was granted Performance Rights for FY19
upon her appointment in July 2019. Further details about these Performance Rights, including the relevant
performance hurdles, are set out on page 48 of the Company’s 2019 Annual Report (available via the Company’s
website at https://thea2milkcompany.com/results/).
It is currently intended that the Company will satisfy its obligation to allocate ordinary shares upon the vesting of
FY19 and FY20 Performance Rights (as well as all future grants of Performance Rights) by instructing the trustee of
the newly established a2 Employee Share Trust to purchase shares on market and not, as has happened in the
past, by dilutive issues of ordinary shares.
Details of the Performance Rights issued under the LTI Plans are included in filings lodged with the NZX and ASX
today.

Short Term Incentive Plans
The purpose of our Short Term Incentive (STI) Plan is to build a results-focused culture, whilst increasing
employee engagement.
STIs are paid in the form of a cash bonus to the employee on the achievement of key metrics.

FY20 STI Plan
Assessing the FY20 STI for the Managing Director & Chief Executive Officer and other executives will be
undertaken as follows:
1. Achievement against a “Group Performance Scorecard”; and
2. Adjusted by an individual multiplier, calculated based on individual performance against the achievement
of individual Objectives and Key Result Areas (OKRs). Outcomes can range between 0% to 130% of the
individuals target.

4

Group Performance Scorecard
FY20 Group Objectives Metric Weighting
Group Financial Performance Revenue growth
Net profit after tax
50%
Business Performance
1. Build China organisational capability to
deliver Asia Pacific sales and strategy
outcomes
Consumption market share (value)
Revenue growth – China label
20%
2. Reach meaningful scale in the USA Revenue growth 10%
3. Sustainable brand leadership Prompted brand awareness – China
Prompted brand awareness – USA
10%
4. Deliver the organisation of the future People engagement (survey)
Digital transformation milestones
10%
Total: 100%

Minimum Shareholding Requirement
With effect from 1 October 2019, we introduced a Minimum Shareholding Requirement (MSR) Policy to apply to
the Managing Director & Chief Executive Officer and all of her direct reports (collectively, Executives). From time
to time we may also identify additional employees to whom the MSR Policy will also apply.
The purpose of this MSR Policy is to strengthen the alignment between the interests of Executives and the
interests of shareholders and encourage a focus on building long term shareholder value.
Executives are required to acquire and hold a minimum shareholding equivalent to 100 per cent of their fixed
annual remuneration comprising base salary and compulsory employer superannuation contributions (or
equivalent) before any tax or social security deductions (FAR).
Accordingly, the number of shares required to be held by an Executive will increase or decrease proportionally
with any increase or decrease in the Executive’s FAR.
Executives are expected to achieve the MSR by the end of five annual vesting periods for LTI grants, unless they
have been the beneficiaries of earlier option plans. In the event that an Executive has been with the Company for
three or more years and participated in these earlier option plans, the Executive will comply, and be expected to
continue to comply, with the MSR once 100% of these options have vested.
We recognise that from time to time, it will be necessary for Executives to dispose of a portion of shares to meet
personal financial commitments, including tax. Any such activity would always need to comply with our Securities
Trading Policy.
From FY20, our Annual Report will include the details of the MSR and report on an aggregate basis the extent to
which Executives have achieved the MSR.

Employee Share Plans
As announced on 21 October 2019, we are pleased to have introduced two general employee equity programs –
an Employee Gift Offer and a Share Match Program – designed to give our employees an ownership interest in
our Company and enable them share in the Company’s success. These programs also help to recognise the vital
role that our employees play in our organisation each day. These equity programs are detailed in our
announcement on 21 October 2019.

Warwick Every-Burns
Chair Remuneration Committee & Non-Executive Director
The a2 Milk Company Limited

5


For further information, please contact:
Investors / Analysts
David Akers
Head of Investor Relations
T +61 2 9697 7013 l M +61 412 944 577
david.akers@a2milk.com
Media
Elizabeth Rex
Corporate Affairs Director
M +61 455 247 843
elizabeth.rex@a2milk.com

---

Capital Change Notice




19 November 2019

Notice of issue of Ordinary Shares

This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of ordinary shares
under ATM’s Share Gift Plan and rights under ATM's Long Term Incentive Plan.

Section 1: Issuer information
Name of issuer The a2 Milk Company Limited
NZX ticker code ATM
Class of financial product
(1) Ordinary Shares
(2) Performance Rights
(3) Time-based Rights
ISIN (If unknown, check on NZX website) NZATME0002S8
Currency AUD and NZD
Section 2: Capital change details
Number issued/acquired/redeemed
(1) 41 Ordinary Shares
(2) 959,941 Performance Rights
(3) 198,306 Time-based Rights
Nominal value (if any) N/A
Issue/acquisition/redemption price per security
(1) Ordinary Shares issued under the
Company’s Employee Gift Plan
for nil consideration.
(2) Performance Rights issued under
the Company’s Long Term
Incentive Plan (LTI Plan) for nil
consideration.
(3) Time-based Rights issued under
the LTI Plan for nil consideration.
Nature of the payment (for example, cash or other consideration) N/A
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of Financial
Products of the Class, excluding any Treasury Stock, in existence)
(1) 0.00001% of the total number of
Ordinary Shares on issue at the
date of this notice.
(2) 35.58% of the total number of
Performance Rights on issue at
the date of this notice.
(3) 76.02% of Time-based Rights
issued at the date of this notice.

Capital Change Notice

For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion price
and Conversion date and the ranking of the Financial Product in
relation to other Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
Performance Rights

Two tranches of Performance Rights
have been issued under the LTI Plan.
Each Performance Right represents
upon vesting and exercise an
entitlement to acquire Ordinary
Shares in the Company on a one for
one basis subject to certain
performance hurdles being satisfied.

The first tranche of Performance
Rights (comprising 384,783
Performance Rights) and the second
tranche of Performance Rights
(comprising 575,158 Performance
Rights) have a nil exercise price and
are due to vest in August 2021 and
August 2022 respectively, subject to
satisfaction of the relevant
performance hurdles.

Information on the performance
hurdles attached to these
Performance Rights is set out in the
Company’s announcement to NZX
and ASX dated 19 November 2019.

Time-based Rights

Time-based Rights issued under the
LTI Plan are not subject to
performance hurdles but include a
vesting condition that the relevant
employee must remain an employee
of the Company (as defined in the LTI
Plan Rules) up to and including the
vesting date. The vesting dates of
rights are as follows:

• 9,868 Time-based Rights are
due to vest on 21 August 2020;
• 94,219 Time-based Rights are
due to vest on 24 August 2020;
and
• 94,219 Time-based Rights are
due to vest on 23 August 2021.
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
The Board has approved by way of
resolution:
(1) The issue of Ordinary Shares to
employees under the Company’s
employee share plans.
(2) The issue of Performance Rights
under the LTI Plan; and
(3) The issue of Time-based Rights
under the LTI Plan.

Capital Change Notice

Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class held
as Treasury Stock after the issue/acquisition/redemption.
(1) 735,380,598 Ordinary Shares;
(2) 959,941 Performance Rights
(3) 198,306 Time-based Rights
There is no Treasury Stock
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or redemption, including
a reference to the rule pursuant to which the issue, acquisition, or
redemption is made
Board resolutions.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
All Ordinary Shares issued rank
equally with the existing Ordinary
Shares.
Any Ordinary Shares issued on
vesting and exercise of Performance
Rights or Time-based Rights (as
relevant) will rank equally with existing
Ordinary Shares.
Date of issue/acquisition/redemption 19 November 2019
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement
Jaron McVicar, General Counsel and
Company Secretary
Contact person for this announcement Jaron McVicar
Contact phone number +61 2 9697 7000
Contact email address Jaron.McVicar@a2milk.com
Date of release through MAP

19/11/2019

---

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity
The a2 Milk Company Limited

ABN
97 769 415 292

We (the entity) give ASX the following information.

Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

1
+
Class of
+
securities issued or to be
issued
(1) Ordinary Shares
(2) Performance Rights
(3) Time-based Rights


2
Number of
+
securities issued or to be
issued (if known) or maximum
number which may be issued
(1) 41 Ordinary Shares
(2) 959,941 Performance Rights
(3) 198,306 Time-based Rights

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013
3
Principal terms of the
+
securities
(e.g. if options, exercise price and
expiry date; if partly paid
+
securities,
the amount outstanding and due
dates for payment; if
+
convertible
securities, the conversion price and
dates for conversion)
Ordinary Shares

Ordinary Shares are fully paid and have been
issued to employees under the Company’s Share
Gift Plan.

Performance Rights

Two tranches of Performance Rights have been
issued under the Company’s Executive Long
Term Incentive Plan (LTI Plan). Each
Performance Right represents upon vesting and
exercise an entitlement to acquire Ordinary
Shares in the Company on a one for one basis
subject to certain performance hurdles being
satisfied.

The first tranche of Performance Rights
(comprising 384,783 Performance Rights) and
second tranche of Performance Rights
(comprising 575,158 Performance Rights) have a
nil exercise price and are due to vest in August
2021 and August 2022 respectively, subject to
satisfaction of the relevant performance hurdles.

Information on the performance hurdles attached
to these Performance Rights is set out in the
Company’s announcement to NZX and ASX
dated 19 November 2019.

Time-based Rights

Time-based Rights issued under the LTI Plan are
not subject to performance hurdles but include a
vesting condition that the relevant employee must
remain an employee of the Company (as defined
in the LTI Plan Rules) up to and including the
vesting date. The vesting dates of rights are as
follows:

• 9,868 Time-based Rights are due to vest on
21 August 2020;
• 94,219 Time-based Rights are due to vest on
24 August 2020; and
• 94,219 Time-based Rights are due to vest on
23 August 2021.

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3
4
Do the
+
securities rank equally in all
respects from the
+
issue date with an
existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
Yes. All Ordinary Shares issued rank equally with
the existing Ordinary Shares.
Any Ordinary Shares issued on vesting and
exercise of Performance Rights or Time-based
Rights (as relevant) will rank equally with
existing Ordinary Shares.


5 Issue price or consideration
(1) Ordinary Shares issued Company’s Share
Gift Plan are issued for nil consideration.
(2) Performance Rights issued under the LTI
Plan are issued for nil consideration.
(3) Time-based Rights issued under the LTI
Plan are issued for nil consideration.


6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
Issue of Ordinary Shares to employees under the
Company’s Share Gift Plan.

Issue of Performance Rights and Time-based
Rights to executives and certain senior managers
under the Company’s LTI Plan.


6a
Is the entity an
+
eligible entity that
has obtained security holder
approval under rule 7.1A?

If Yes, complete sections 6b – 6h in
relation to the
+
securities the subject
of this Appendix 3B, and comply
with section 6i
No


6b The date the security holder
resolution under rule 7.1A was
passed
n/a


6c
Number of
+
securities issued without
security holder approval under rule
7.1
n/a

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013
6d
Number of
+
securities issued with
security holder approval under rule
7.1A
n/a


6e
Number of
+
securities issued with
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
n/a


6f
Number of
+
securities issued under
an exception in rule 7.2
n/a


6g
If
+
securities issued under rule 7.1A,
was issue price at least 75% of 15
day VWAP as calculated under rule
7.1A.3? Include the
+
issue date and
both values. Include the source of
the VWAP calculation.
n/a


6h
If
+
securities were issued under rule
7.1A for non-cash consideration,
state date on which valuation of
consideration was released to ASX
Market Announcements
n/a


6i Calculate the entity’s remaining
issue capacity under rule 7.1 and rule
7.1A – complete Annexure 1 and
release to ASX Market
Announcements
n/a


7
+
Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule 19.12).
For example, the issue date for a pro rata entitlement
issue must comply with the applicable timetable in
Appendix 7A.
Cross reference: item 33 of Appendix 3B.
19 November 2019



Number
+
Class
8
Number and
+
class of all
+
securities
quoted on ASX (including the
+
securities in section 2 if applicable)
735,380,598 fully paid ordinary shares

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5

Number
+
Class
9
Number and
+
class of all
+
securities
not quoted on ASX (including the
+
securities in section 2 if applicable)
3,600,000



3,200,000



788,000


87,000


320,000


297,300


245,787


959,941


62,539


198,306
options issued on
17 August 2015 with an
exercise price of NZ$0.63

options issued on 30 March
2015 with an exercise price
of NZ$0.63

performance rights issued
on 8 February 2017

performance rights issued
on 10 March 2017

performance rights issued
on 28 September 2017

performance rights issued
on 6 March 2018

performance rights issued
on 13 July 2018

performance rights issued
on 19 November 2019

time-based rights issued on
3 August 2018

time-based rights issued on
19 November 2019


10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
n/a

Part 2 - Pro rata issue

11 Is security holder approval required?
n/a


12 Is the issue renounceable or non-
renounceable?
n/a


13
Ratio in which the
+
securities will be
offered
n/a

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013
14
+
Class of
+
securities to which the
offer relates
n/a


15
+
Record date to determine
entitlements
n/a


16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
n/a


17 Policy for deciding entitlements in
relation to fractions
n/a


18 Names of countries in which the
entity has security holders who will
not be sent new offer documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
n/a


19 Closing date for receipt of
acceptances or renunciations
n/a


20 Names of any underwriters
n/a


21 Amount of any underwriting fee or
commission
n/a


22 Names of any brokers to the issue
n/a


23 Fee or commission payable to the
broker to the issue
n/a


24 Amount of any handling fee payable
to brokers who lodge acceptances or
renunciations on behalf of security
holders
n/a


25 If the issue is contingent on security
holders’ approval, the date of the
meeting
n/a

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7
26 Date entitlement and acceptance form
and offer documents will be sent to
persons entitled
n/a


27 If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
n/a


28 Date rights trading will begin (if
applicable)
n/a


29 Date rights trading will end (if
applicable)
n/a


30 How do security holders sell their
entitlements in full through a broker?
n/a


31 How do security holders sell part of
their entitlements through a broker
and accept for the balance?
n/a


32 How do security holders dispose of
their entitlements (except by sale
through a broker)?
n/a


33
+
Issue date
n/a



Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

34
Type of
+
securities
(tick one)
(a)

+
Securities described in Part 1

(b)

All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013
Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or
documents


35

If the
+
securities are
+
equity securities, the names of the 20 largest holders of the additional
+
securities, and the number and percentage of additional
+
securities held by those holders


36

If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities
setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over


37

A copy of any trust deed for the additional
+
securities

Entities that have ticked box 34(b)

38
Number of
+
securities for which
+
quotation is sought
n/a



39
+
Class of
+
securities for which
quotation is sought
n/a


40
Do the
+
securities rank equally in all
respects from the
+
issue date with an
existing
+
class of quoted
+
securities?

If the additional
+
securities do not rank
equally, please state:
• the date from which they do
• the extent to which they participate
for the next dividend, (in the case
of a trust, distribution) or interest
payment
• the extent to which they do not
rank equally, other than in relation
to the next dividend, distribution or
interest payment
n/a

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9
41 Reason for request for quotation now
Example: In the case of restricted securities, end of
restriction period

(if issued upon conversion of another
+
security, clearly identify that other
+
security)
n/a



Number
+
Class
42
Number and
+
class of all
+
securities
quoted on ASX (including the
+
securities in clause 38)
n/a n/a

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013
Quotation agreement

1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX may
quote the
+
securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the
+
securities to be quoted complies with the law and is not for
an illegal purpose.

• There is no reason why those
+
securities should not be granted
+
quotation.

• An offer of the
+
securities for sale within 12 months after their issue will not
require disclosure under section 707(3) or section 1012C(6) of the
Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give
this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any
+
securities to be quoted and that
no-one has any right to return any
+
securities to be quoted under sections 737,
738 or 1016F of the Corporations Act at the time that we request that the
+
securities be quoted.

• If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Act at the
time that we request that the
+
securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim,
action or expense arising from or connected with any breach of the warranties in this
agreement.

4 We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on the
information and documents. We warrant that they are (will be) true and complete.


Sign here: ............................................................ Date: 19 November 2019
(Director/Company secretary)

Print name: Jaron McVicar

== == == == ==

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 11
Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A
for eligible entities
Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid
+
ordinary
securities on issue 12 months before the
+
issue date or date of agreement to issue
n/a
Add the following:
• Number of fully paid
+
ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid
+
ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid
+
ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
n/a
Subtract the number of fully paid
+
ordinary
securities cancelled during that 12 month
period
n/a
“A” n/a

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 12 04/03/2013
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 n/a
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under
rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
n/a
“C” n/a
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
n/a
Subtract “C”
Note: number must be same as shown in
Step 3
n/a
Total [“A” x 0.15] – “C” n/a
[Note: this is the remaining placement
capacity under rule 7.1]

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 13
Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1
n/a
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 n/a
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
n/a
“E” n/a

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 14 04/03/2013
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
n/a
Subtract “E”
Note: number must be same as shown in
Step 3
n/a
Total [“A” x 0.10] – “E” n/a
Note: this is the remaining placement
capacity under rule 7.1A