Data#3 Limited Employee Share Ownership Plan Data#3 Limited ACN 010 545 267 To be tabled for shareholder approval at the Annual General Meeting on 14 November 2018
Contents 1. Purpose 3 2. Objects 3 3. Commencement, duration and termination of the Plan 3 4. Operation of the Plan 3 5. Entitlement to participate 3 6. Issue of Invitation 3 6.1 Form 3 6.2 Terms of invitation 3 6.3 Invitation personal 3 7. Application 4 7.1 Eligible Person may apply for Shares 4 7.2 Acceptance 4 8. Grant of Shares 4 8.1 Grant 4 8.2 Eligible Person becomes Participant 4 8.3 Quotation of Shares 4 9. Rights attaching to Shares 4 10. Transaction costs 4 11. Administration of the Plan 4 11.1 Administration 4 11.2 Power of the Board 4 11.3 Trust 5 11.4 Exercise of powers of discretion 5 11.5 Shares and obligations of Participants 5 11.6 Notices 5 11.7 Governing law and jurisdiction 6 11.8 Tax 6 12. Share Trading Policy 6 13. Amendments to the Rules 6 13.1 Amendments by the Board 6 13.2 No alteration of existing rights 6 13.3 Listing Rules 6 13.4 Non-residents of Australia 6 13.5 Retrospective amendment possible 7 14. Definitions and Interpretation 7 14.1 Interpretation 7 14.2 Definitions 7 SCHEDULE 1 10 SCHEDULE 2 - $1,000 Scheme 11
1. Purpose The purpose of the plan is set out in Schedule 1. 2. Objects The objects of the Plan are set out in Schedule 1. 3. Commencement, duration and termination of the Plan (a) The Plan will commence on the date determined by the Board. (b) The Plan continues in operation until the Board determines the Plan is terminated, suspended or discontinued. The Board may decide to terminate or suspend the operation of the Plan either for a fixed period or indefinitely and may also decide to end any period of suspension. (c) If the Plan terminates, is suspended or is discontinued for any reason, the accrued rights of the Participants will not be prejudiced. 4. Operation of the Plan The Plan operates according to these Rules which bind the Company, any Subsidiary and each Participant. 5. Entitlement to participate (a) Subject to these Rules, the Board may from time to time and at its absolute discretion, determine that an Eligible Person may participate in the Plan and the extent of that participation. (b) The terms and conditions of participation in the $1,000 scheme is set out at Schedule 2. 6. Issue of Invitation 6.1 Form Subject to the Applicable Law, the Board may at such times as it determines, issue an Invitation in writing (in such form as the Board decides from time to time) to an Eligible Person selected by the Board, inviting applications for Shares as specified in the invitation. 6.2 Terms of invitation Subject to these Plan Rules, an Invitation may be issued to an Eligible Person on such terms and conditions as the Board determines at its absolute discretion, provided the Invitation includes the following: (a) the name of the Eligible Person; (b) the date of the Invitation; (c) the proposed date on which the Shares will be granted to the Eligible Person (Grant Date); (d) the terms and conditions set out in Schedule 2; (e) the latest date on which a duly completed Application Form must be received by the Company (Application Date); (f) any other terms and conditions relating to the issue of Shares which in the opinion of the Board are fair and reasonable but not inconsistent with these Rules; and (g) any other information or documents that Applicable Laws require the Company to give to the Eligible Person. 6.3 Invitation personal An Invitation under the Plan is personal to the Eligible Person to whom it is made and may not be transferred or renounced in favour of any other person unless otherwise determined by the Board.
7. Application 7.1 Eligible Person may apply for Shares (a) On receipt of an Invitation, an Eligible Person may apply to participate in the Plan on the terms specified in the Invitation (including the Application Form) by completing the Application Form and submitting it to the Company by the Application Date. (b) On submitting an Application Form in accordance with this Rule 7, an Eligible Person is deemed to have agreed to be bound by: 7.2 Acceptance (i) the Invitation and Application Form; (ii) these Plan Rules; (iii) the Constitution; and (iv) all Applicable Laws. The Board may determine at its absolute discretion that an application made by way of Application Form and submitted in accordance with Rule 7.1 will not be accepted in whole or in part by the Company. 8. Grant of Shares 8.1 Grant Subject to Rule 7, following the acceptance of an Eligible Person s Application Form, the Board will grant Shares to the Eligible Person in accordance with the Application Form. 8.2 Eligible Person becomes Participant On the grant of Shares to an Eligible Person, the Eligible Person becomes a Participant and is bound by these Rules. 8.3 Quotation of Shares If other Shares are officially quoted on an Approved Stock Exchange at the time of grant, the Company must, within any time frame required by the Listing Rules, apply for official quotation of any Shares granted in accordance with this Rule 8. 9. Rights attaching to Shares A Participant is entitled to any rights which accrue to Shares held by the Participant and may deal with those rights in accordance with the Rules of the Plan and the Invitation in respect of those Shares. 10. Transaction costs The Company may, but is not required to, bear all brokerage, commission or other transaction costs (if any) payable by a Participant in relation to the acquisition of Shares. 11. Administration of the Plan 11.1 Administration The Plan is administered by the Board. 11.2 Power of the Board The Board has absolute and unfettered discretion in exercising any power or discretion concerning the Plan and may: (a) delegate to any person for the period and on the terms it decides the exercise of any of its powers or discretions under the Plan; (b) decide on appropriate procedures for administering the Plan consistent with these Rules; (c) implement a Trust in accordance with Rule 11.3; (d) resolve conclusively all questions of fact or interpretation concerning the Plan and these Rules and any dispute of any kind that arises under the Plan;
(e) subject to Rule 13, amend, add to or waive any provision of the Plan (including this Rule 11.2) or any term or condition relating to the Shares; (f) determine to suspend or cease operation of the Plan at any time and take any actions required to effect the termination of the Plan; 11.3 Trust (g) act or refrain from acting at its discretion under these Rules or concerning the Plan or the Shares held under the Plan; and (h) waive any breach of a provision of the Plan. (a) The Company may appoint a Trustee, on terms and conditions that it considers appropriate, to do all such things and perform all such functions as considered appropriate to enable the implementation of the Plan, including: to acquire and hold Shares on behalf of Participants, for transfer to future Participants or otherwise for the purposes of the Plan. (b) In the event the Company appoints a Trustee, subject to the terms of the relevant Trust Deed appointing that Trustee: (i) every exercise of a power or discretion by the Company or the Board in these Rules may be exercised by the Trustee; (ii) any reference to the Company or the Board in these Rules will accordingly be interpreted as a reference to the Trustee (as applicable); (iii) Shares may instead be issued or transferred to the Trustee on behalf of the Participant; and (iv) the Trustee on behalf of each and all of the Participants will be entitled to any rights specified in Rule 9 which accrue to Shares held for the benefit of those Participants. 11.4 Exercise of powers of discretion Except as otherwise expressly provided in the Plan, the Board has absolute and unfettered discretion to act or refrain from acting under or in connection with the Plan and in the exercise of any power or discretion under the Plan. 11.5 Shares and obligations of Participants 11.6 Notices (a) Unless the subject of an express provision in an employment contract, the rights and obligations of any Participant under the terms of their office, employment or contract with the Group are not affected by their participation in the Plan. (b) Except where expressly contemplated, these Rules will not form part of and are not incorporated into any contract between any Participant and the Group. (c) Participation in the Plan does not confer on an Eligible Person or a Participant the right to continue as an employee or officer of a relevant Group Company, as the case may be. (d) Participation in the Plan does not affect the rights of a relevant Group Company to terminate the employment or office of an Eligible Person or a Participant, as the case may be. (e) The grant of Shares on a particular basis in any year does not create any right or expectation of the grant of Shares on the same basis, or at all, in any future year. (f) The Participant appoints the company secretary of the Group (or any other officer of the Group authorised by the Board for this purpose) as his or her agent to do anything necessary to: (i) allocate and grant Shares to the Participant in accordance with these Rules; and (ii) execute transfers of Shares in accordance with these Rules. A notice or other communication under or concerning the invitation or the Rules is validly given to a Participant if: (a) delivered personally to the Participant; (b) sent by prepaid post to the Participant s last known residential address;
(c) sent to the Participant by facsimile, email or other electronic means at the Participant s place of work; or (d) posted on an electronic notice board maintained by or on behalf of any member of the Group and accessible by the Participant, and will in the case of (a), (c) and (d) above, be treated as being received immediately following the time it was sent, posted, or delivered, and where it is sent by regular post it will be treated as received 48 hours after it was posted. 11.7 Governing law and jurisdiction 11.8 Tax The Rules of the Plan are governed by the laws of the Governing Jurisdiction. Any agreement made under the Plan is entered into in the Governing Jurisdiction and each Participant submits to the exclusive jurisdiction of the Courts of the Governing Jurisdiction. (a) Unless otherwise required by Law, no member of the Group is responsible for any Taxes which may become payable by a Participant as a consequence of or in connection with the grant of any Shares, the allocation or transfer of any Shares or any Dealing with any Shares. (b) The Group or the Trustee will have the right to withhold or collect from a Participant such Taxes as any member of the Group or the Trustee is obliged, or reasonably believes it is obliged, to account for to any taxation authority. In exercising this right, the Group or the Trustee may: (i) require the Participant to provide sufficient funds (by way of salary deduction or otherwise); or (ii) sell Shares to be issued or transferred to the Participant, including the sale of sufficient Shares to cover any costs of such sale. 12. Share Trading Policy Notwithstanding any other provision of this Plan, no Share may be acquired by or on behalf of a Participant at any time when a Participant would be precluded from dealing in Shares pursuant to any Applicable Laws or the Company's internal policies for dealings in its Shares, or otherwise as determined by the Board. 13. Amendments to the Rules 13.1 Amendments by the Board Subject to Rule 13.2 and 13.3, the Board may at any time by written instrument or by resolution of the Board, amend all or any of the provisions of these Plan Rules (including this Rule 13). 13.2 No alteration of existing rights Any amendment to the provisions of these Plan Rules must not materially alter the rights of any Participant under the Plan prior to the date of the amendment, unless the amendment is introduced primarily: (a) to correct any manifest error or mistake; or (b) to enable the Plan or the Company to comply with any applicable local laws or any required policy of a local regulatory body. 13.3 Listing Rules The exercise of any powers under these Rules by the Board is subject to any restrictions or procedural requirements imposed by any Law or by the Listing Rules unless those restrictions, conditions or requirements are relaxed or waived either generally or in a particular case or class of cases and either expressly or by implication. 13.4 Non-residents of Australia (a) Notwithstanding anything in these Plan Rules, the Board may at any time amend, supplement or revoke, including by way of schedule, any of these Plan Rules, having regard to any securities, exchange control or taxation laws or regulation or any other matter that
the Board considers directly or indirectly relevant, to apply to an Eligible Employee or Participant employed in, resident in, or citizen of, countries other than Australia. (b) Any different rules made under Rule 13.4(a) shall be restricted in its application to those Eligible Employees and Participants employed in, resident in, citizen of, such countries other than Australia as specified by the Board, any may be amended, supplemented or revoked in accordance with Rule 13.1. 13.5 Retrospective amendment possible Subject to this Rule 13.4, any amendment made in accordance with Rule 13.1, may be given retrospective effect as specified in the written instrument or resolution by which the amendment is made. 14. Definitions and Interpretation 14.1 Interpretation In these Rules unless the context otherwise requires: (a) a reference to gender includes all genders; (b) the singular includes the plural and conversely; (c) a reference to a person includes the legal personal representatives, successors and assigns of that person, and also corporations and other entities recognised by law; (d) a reference to any law or to the Listing Rules includes that law or the Listing Rules as amended, re-enacted or replaced and any law that supersedes that law; (e) headings are for convenience only and do not affect the interpretation of these Rules; (f) reference to a Rule or paragraph is a reference to a Rule or paragraph of these Rules, or the corresponding Rule or Rules of this Plan as amended from time to time; (g) where any word or phrase is given a definite meaning in these Rules, any part of speech or other grammatical form of that word or phrase has a corresponding meaning; (h) where the time for doing any act, matter or thing under these Rules falls on a day which is not a Business Day, it shall be done on the next succeeding Business Day; and (i) a reference to an act includes an omission, and a reference to doing any act includes executing a document. 14.2 Definitions Applicable Law As the context requires: (a) the Corporations Act 2001 (Cth) (b) the Listing Rules; (c) the Constitution of the Company; (d) the ITAA 1997 and the Taxation Administration Act 1953 (Cth); (e) any practice note, policy statement, regulatory guide, class order, declaration, guideline, policy, procedure, ruling, judicial interpretation or other guidance note made or issued by any Australian or relevant regulatory agency or body to clarify, expand or amend (a), (b), (c) or (d) above; and (f) any other legal requirement that applies to the Plan. Application Date Application Form Approved Stock Exchange Board Has the meaning given to that term in Rule 6.2(e). An application form in respect of an Invitation in the form approved by the Board from time to time. Has the same meaning as in section 995.1 of the ITAA 1997. The board of Directors of the Company, or any committee, person or body to which the board of Directors duly delegates its powers and authorities to under this Plan.
Business Day means a day that is not a public holiday, Saturday or Sunday in the Governing Jurisdiction and if the Company is listed on an Approved Stock Exchange a day when that stock exchange is open for trading. Company The Company specified in Schedule 1. Constitution Corporations Act The constitution of the Company as amended from time to time. The Corporations Act 2001 (Cth). Director Eligible Person Employee Encumbrance Governing Jurisdiction The director of the Company from time to time (including an alternate director or managing director appointed in accordance with the relevant constitution). An Employee, Non-Executive Director or consultant who is declared by the Board at its discretion to be eligible to participate in the Plan. An employee of any Group Company. Any security interest, mortgage, lien, charge, pledge, restriction against transfer, title retention, preferential right or trust arrangement, claim, covenant, easement or any other arrangement having the same effect and Encumber has the corresponding meaning. Has the meaning given to that term in Schedule 1. Grant Date Group Group Company Invitation ITAA 1997 Law Legal Personal Representative Listing Rules Non-Executive Director Participant Has the meaning given to that term in Rule 6.2(c). The Company and each of its Subsidiaries. A company which is a member of the Group. An invitation to an Eligible Person to participate in the Plan made in accordance with Rule 6. The Income Tax Assessment Act 1997 (Cth). The laws applicable to the operation of the Plan from time to time, including any applicable Shares laws of the jurisdiction in which an Employee receiving a Grant Letter under the Plan is located. The executor of the will or an administrator of the estate of a deceased person, the Trustee of the estate of a person under a legal disability or a person who holds an enduring power of attorney granted by another person. The official listing rules of an Approved Stock Exchange, as amended, reenacted, modified by administrative act or affected by a subordinate instrument. A director of the Company who is not employed in a full time executive capacity by the Company or a Group Company. A person who holds Shares granted in accordance with the Rules of the Plan and includes, if a Participant dies or becomes subject to a legal disability, the Legal Personal Representative of the Participant. Plan Has the meaning given to that term in Schedule 1. Plan Rules or Rules The rules governing the operation of the Plan set out in this document, as amended from time to time. Remuneration The payment, emoluments and other benefits that an Eligible Person may become entitled to receive from time to time as remuneration for services to be provided or work to be performed by the Eligible Person in the course of, or in connection with, the Eligible Person s employment as an employee of the Company or a Group Company or position as a director including, but not limited to, salary, wages, fees or bonuses. Restricted Share Has the meaning given to that term in Schedule 2.
Share Trading Policy Share Shareholder The Share Trading Policy that applies to the Company (or a member of the Group) with respect to the Shares from time to time. A fully paid ordinary share in the capital of the Company. A registered holder of a Share. Subsidiary Has the same meaning as in section 9 of the Corporations Act 2001. Tax Trust Trust Deed Includes any tax, levy, contribution or duty (including any associated penalty or interest amount), social security liability or other liability imposed by any Law, governmental, semi-governmental, judicial or other authority that is a liability of the Participant. An employee share trust established by the Company (whether alone or jointly with any other company) for the purposes of the Plan and other such employee equity plans as may be operated by the Company from time to time. The trust deed made between the Company (whether alone or jointly with any other company) and the Trustee, as amended from time to time. $1,000 scheme The scheme set out in Schedule 2.
SCHEDULE 1 Name of Plan Objects of Plan This Plan is called the Data#3 Limited Employee Share Ownership Plan The objects of the Plan are: To incentivise the employees of the Company and to align their interests with the Company via share ownership. Governing Jurisdiction The state of Queensland.
SCHEDULE 2 - $1,000 Scheme The table below sets out the terms and conditions on which Shares will be granted under the $1,000 scheme. General terms and conditions Value of Shares Valuation methodology Forfeiture Disposal Restrictions The $1,000 scheme will be operated on a non-discriminatory basis in relation to at least 75 percent of the permanent employees of the employer who have both: (a) (b) completed at least three years of service (whether continuous or non-continuous) with the Company; and who are Australian residents. Each year the Company may invite and an Eligible Person may elect to be issued with Shares with value of up to $1,000 as set out in the offer. The Board may determine any reasonable valuation methodology to determine the value of Shares issued to an Eligible Person including, but not limited to: (a) 5 day VWAP; or (b) closing price on the previous Business Day. Shares will not be subject to any conditions that result in a risk that a Participant will forfeit or lose the Shares (other than by disposing of them). (a) Shares are subject to disposal restrictions for a period the earlier of: (i) three years, commencing at the time of acquisition of the Shares by the Participant; and (ii) the time when the Participant ceases to be employed by the Company. (b) Except as specified in these Plan Rules or unless otherwise approved by the Board, a Participant must not dispose of or otherwise deal with, or purport to deal with or Encumber, Shares that are subject to current Disposal Restrictions (Restricted Shares). (c) The Company is entitled to make any arrangements it considers necessary to enforce the Disposal Restrictions and Participants are bound by those arrangements and must take any steps reasonably required by the Company. (d) Once the Shares are no longer Restricted Shares the Company will, within a reasonable time, take all actions necessary to ensure that the Participant can deal with those Shares, subject to the Company s Share Trading Policy.