Addendum to Notice of AGM/Updated Proxy Form
Released
Released
Announcement PDF
Dear Fellow Shareholder,
ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING
Castle Minerals Limited (ASX: CDT) (“Castle” or the “Company”) refers to the Annual General Meeting
scheduled to be held on Thursday, 27 November 2025 at 1.30pm (AWST) (“AGM”). The hybrid
meeting will be held in person at the offices of BDO located at Level 9, Mia Yellagonga Tower 2, 5
Spring Street, Perth WA 6000 or through the online platform that allows you to watch and participate
in the AGM in real time on your computer or at home.
The Company issues an Addendum Notice of Annual General Meeting and explanatory statement
(“Addendum”), setting out additional resolutions which will be proposed at the AGM, together with
a replacement proxy form (“Replacement Proxy Form”).
The resolutions set out in this Addendum is supplemental and should be read with the original Notice
of Annual General Meeting dated 24 October 2025 (“Notice”).
Shareholders can view the Notice and Addendum from the Company’s website at
www.castleminerals.com/announcements. The Company will not dispatch physical copies of the
Addendum unless individual shareholders have made a valid election to receive documents in hard
copy.
If you have nominated an email address and have elected to receive electronic communications from
the Company, you will also receive an email with a link to an electronic copy of the Addendum.
VOTING BY PROXY
A Replacement Proxy Form is included with this letter. Shareholders are encouraged to vote by
lodging the Replacement Proxy Form.
If Shareholders wish to have their votes counted by proxy in respect of Resolutions 7 and 8
Shareholders must use the Replacement Proxy Form to vote on ALL Resolutions. In the event
that a Shareholder provides a Replacement Proxy Form, any Proxy Form dispatched with the original
Notice which has been completed by that Shareholder will be disregarded. If you have already voted
and do not wish to vote on Resolutions 7 and 8 or otherwise change your proxy vote, you do not
need to take any action, as the proxy you previously submitted remains valid.
Your proxy voting instruction must be received by 10:00am (AWST) on Tuesday, 25 November 2025,
being not less than 48 hours before the commencement of the Meeting. Any proxy voting
instructions received after that time will not be valid for the Meeting.
VENUE AND VOTING INFORMATION
The Company is pleased to provide shareholders with the opportunity to attend and participate in a
virtual Meeting through an online meeting platform powered by Automic.
Shareholders that have an existing account with Automic will be able to watch, listen and vote online.
Shareholders who do not have an account with Automic are strongly encouraged to register for an
account as soon as possible and well in advance of the Meeting to avoid any delays on the day
of the Meeting.
An account can be created via the following link investor.automic.com.au and then clicking on
“register” and following the prompts. Shareholders will require their holder number (Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.
To access the virtual meeting on the day:
1. Open your internet browser and go to investor.automic.com.au
2. Login with your username and password or click “register” if you haven’t already created an
account. Shareholders are encouraged to create an account prior to the start of the meeting
to ensure there is no delay in attending the virtual meeting.
3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting
is open for registration, click on “Register” when this appears. Alternatively, click on “Meetings”
on the left-hand menu bar to join the meeting.
4. Click on “Join Meeting” and follow the prompts on screen to register and vote.
The Notice and Addendum are important and should be read in their entirety. If you are in doubt as
to the course of action you should follow, please consult your professional adviser.
If you have any difficulties obtaining a copy of the 2025 AGM Notice or proxy form please contact
the Company’s share registry, Automic on 1300 288 664 (within Australia) or +61 2 9698 5414
(international) between 8:30 am and 5:00pm (AEST time) Monday to Friday.
Yours sincerely
Jade Styants
Company Secretary
Castle Minerals Limited
13 November 2025
ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING
Castle Minerals Limited will hold its Annual General Meeting
(Meeting) of Shareholders at 1.30pm (AWST) on Thursday, 27
November 2025 as a hybrid meeting for the purpose of transacting
the business set out in this Notice.
Shareholders are invited to attend the Meeting:
In person at: BDO located at Level 9, Mia Yellagonga Tower 2,
5 Spring Street, Perth WA 6000
Online at: investor.automic.com.au.
This document is an addendum to the notice of annual general meeting (Notice) released
to the ASX on 24 October 2025 for the annual general meeting of Castle Minerals Limited
ACN 116 095 802. This Addendum and the Replacement Proxy Form are supplemental to
the Notice and should be read in their entirety together with the Notice. If Shareholders are
in doubt as to how they should vote, they should seek advice from their accountant, solicitor
or other professional advisor prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations
2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered
Shareholders at 4:00pm (AWST) on Tuesday, 25 November 2025.
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CASTLE MINERALS LIMITED
ACN 116 095 802
ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING
Castle Minerals Limited (“Castle” or the “Company”) hereby provides this Addendum (“Addendum”)
to the Notice of Annual General Meeting dated 24 October 2025 (“Notice of Meeting”). The Annual
General Meeting scheduled to be held on Thursday, 27 November 2025 at 1.30pm (AWST) (“AGM”).
The hybrid meeting will be held in person at the offices of BDO located at Level 9, Mia Yellagonga
Tower 2, 5 Spring Street, Perth WA 6000 or through the online platform that allows you to watch and
participate in the AGM in real time on your computer or at home.
Shareholders should note that there is no change to the date, time or venue of the Meeting.
Defined terms in the Notice of Meeting have the same meaning in this Addendum unless otherwise
stated.
This Addendum is supplemental to the Notice of Meeting and should be read in conjunction with
the Notice of Meeting. By this Addendum, Resolution 7 and Resolution 8 are added to the Notice of
Meeting (“Additional Resolutions”). Save for the Additional Resolutions, their explanatory statement,
Annexure B and Annexure C, the Notice of Meeting remains unchanged. The numbering used in this
Addendum is a continuation of the numbering used in the Notice of Meeting.
This Addendum should be read in its entirety. If Shareholders are in doubt as to how they should
vote, they should seek advice from their suitably qualified professional advisors prior to voting.
REPLACEMENT PROXY FORM
A Replacement Proxy Form has been made available with this Addendum.
If Shareholders wish to have their votes counted by proxy in respect of Resolution 7 and
Resolution 8, Shareholders must use the replacement Proxy Form to vote on ALL Resolutions.
In the event that a Shareholder provides a Replacement Proxy Form, any Proxy Form dispatched with
the Notice of Meeting that has been completed by that Shareholder will be disregarded. If you have
already voted and do not wish to vote on Resolution 7 and Resolution 8 or otherwise change your
proxy vote, you do not need to take any action, as the proxy you previously submitted remains valid.
The Company may accept Proxy Forms dispatched with the original Notice of Meeting received from
Shareholders in the event that a replacement Proxy Form is not provided by the relevant Shareholder.
Your proxy voting instruction must be received before 1.30pm (AWST) on Tuesday 25 November
2025, being not later than 48 hours before the commencement of the Meeting.
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AGENDA
RESOLUTION 7: ELECTION OF DIRECTOR – ANDREW GROVE
To consider and, if thought fit, to pass the following as an ordinary resolution:
"That, for the purpose of clause 11.12 of the Constitution, ASX Listing Rule 14.4 and for all other
purposes, Mr Andrew Grove, a Director who was appointed on 13 November 2025, retires, and
being eligible, is elected as a Director."
RESOLUTION 8: ISSUE OF PERFORMANCE RIGHTS – ANDREW GROVE
To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution, the
following:
“That, pursuant to and in accordance with Listing Rule 10.14 and for all other purposes,
Shareholders approve the issue of 1,000,000 Performance Rights under the Employee Securities
Incentive Plan to Andrew Grove (or his nominee), on the terms set out in the Explanatory Statement
accompanying this Notice of Meeting.”
Voting Exclusion – Listing Rules: The Company will disregard any votes cast in favour of this
Resolution by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is
eligible to participate in the Employee Securities Incentive Plan or an Associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with the directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b) the Chair acting as proxy or attorney for a person who is entitled to vote on the Resolution,
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:
(i) 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
(ii) the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Voting Prohibition – Corporations Act: In accordance with section 250BD of the Corporations Act,
a vote must not be cast on this Resolution by a member of the Key Management Personnel, or a
closely related party of a Key Management Personnel, acting as proxy if their appointment does not
specify the way the proxy is to vote on the Resolution. However, the Company will not disregard any
proxy votes cast on that Resolution by a member of the Key Management Personnel if the member
is the Chair of the Meeting acting as proxy and their appointment expressly authorised the Chair to
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exercise the proxy even though the Resolution is connected with the remuneration of the Key
Management Personnel for the Company.
BY ORDER OF THE BOARD
Steven Zaninovich
Chairman
Castle Minerals Limited
Dated: 13 November 2025
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EXPLANATORY STATEMENT
The following new Sections and Schedules are added to the Explanatory Memorandum
in relation to the Notice of Meeting in respect of Resolution 7 and Resolution 8 as
follows:
RESOLUTION 7: ELECTION OF DIRECTOR – ANDREW GROVE
Mr Andrew Grove was appointed a non-executive director of the Company on 13 November 2025
and is a qualified geologist with over 35+ years’ corporate, management, technical and finance
experience, including extensive experience across West Africa.
He was most recently Managing Director & CEO of Aura Energy, stewarding progress at the Tiris
Uranium Project in Mauritania, previously served as Managing Director & CEO of Chesser Resources
where he led the advancement of the Diamba Sud Gold Project in Senegal through to a successful
corporate transaction, and also served as Group General Manager Business Development and
Investor Relations at Perseus Mining focusing on developing opportunities in Ghana, Côte d’Ivoire
and throughout Africa.
Earlier in his career, he was a Division Director in Macquarie Bank’s mining finance and risk
management divisions for 14 years and has held numerous technical roles.
Mr Grove holds a BEng (Minerals Exploration & Mining Geology) from the WA School of Mines, a
Master's degree in Mineral Economics from Macquarie University and is a Member of the Australian
Institute of Geoscientists.
Current and previous (last three years) ASX listed directorships:
Mr Grove is currently a non-executive director of Zenith Minerals Limited (ASX:ZNC).
Mr Grove was previously Managing Director & Chief Executive Officer of Aura Energy Limited (ASX:
AEE, AIM: AURA) and, prior to that, Managing Director & Chief Executive Officer of Chesser Resources
Limited (ASX:CHZ), until it was taken over by Fortuna Mining Corp (TSX:FVI) in September 2023.
Appointment
The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a
casual vacancy or as an addition to the existing Directors, but only where the total number of
Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant
to clause 11.12 of the Constitution and Listing Rule 14.4, any Director so appointed holds office only
until the next annual general meeting and is then eligible for election by Shareholders but shall not
be taken into account in determining the Directors who are to retire by rotation (if any) at that
meeting.
Mr Grove, having been appointed by other Directors on 13 November 2025 in accordance with the
Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible,
seeks election from Shareholders.
The Company conducted appropriate checks on the background and experience of Mr Grove before
his appointment to the Board. These checks were conducted to verify his experience, educational
qualifications and character.
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Mr Grove has confirmed that he considers he will have sufficient time to fulfil his responsibilities as
a Non-Executive Director of the Company and that no other commitments will interfere with his
availability to perform his duties as a Non-Executive Director of the Company.
Mr Grove has no interests, position or relationship that might influence, or reasonably be perceived
to influence, in a material respect his capacity to bring an independent judgement to bear on issues
before the Board and to act in the best interest of the Company as a whole rather than in the interests
of an individual security holder or other party.
Technical information required by ASX Listing Rule 14.1A
If Resolution 7 is passed, Mr Grove will be elected as a Director.
If Resolution 7 is not passed, Mr Grove will resign as a Director at the end of the Meeting.
The Directors, other than Mr Grove, unanimously recommend that Shareholders vote in favour of
Resolution 7.
Board Recommendation
The Board (other than Mr Andrew Grove, who abstains from making a recommendation given his
personal interest in the outcome of Resolution 7) recommends that Shareholders vote in favour of
Resolution 7.
RESOLUTION 8 - ISSUE OF PERFORMANCE RIGHTS TO ANDREW GROVE
Background
Shareholders are being asked to approve Resolution 8 to issue 1,000,000 performance rights under
the Employee Securities Incentive Plan (Plan) to Director Andrew Grove (Director Performance
Rights).
It is proposed that the Director Performance Rights will be issued in lieu of directors fees for the
financial year ending 30 June 2026. The key terms and conditions of the Director Performance Rights
(including the Performance Milestones to be satisfied) are summarised in Annexure B.
As Shareholder approval is being sought under Listing Rule 10.14, approval is not required under
Listing Rule 7.1. Further, as the issue of the Director Performance Rights is to be made with
Shareholder approval under Listing Rule 10.14, the issue will not be included in calculating the “cap”
on the number of securities the Company can issue under the Plan under Listing Rule 7.2 Exception
13(b).
Regulatory Requirements
Resolution 8 seeks Shareholder approval in order to comply with the requirements of Listing Rule
10.14.
Listing Rule 10.14
Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire
equity securities under an employee incentive scheme without the approval of the holders of its
ordinary securities:
a) a director of the entity;
b) an associate of a director of the entity; or
c) a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to
10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.
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The issue of the Director Performance Rights falls within Listing Rule 10.14.1 and therefore requires
the approval of Shareholders under Listing Rule 10.14.
Resolutions 8 seek the required Shareholder approval to issue the Director Performance Rights under
and for the purposes of Listing Rule 10.14.
If Resolutions 8 is passed, the Company will be able to proceed with the issue of the Director
Performance Rights.
If Resolution 8 is not passed, the Company will not be able to proceed with the issue of the Director
Performance Rights and will pay Mr Grove his salary in cash.
Technical information required by Listing Rule 10.15
In compliance with the information requirements of Listing Rule 10.15, Shareholders are advised of
the following information in relation to Resolution 8:
Name of person and nature of relationship with the Company
The Director Performance Rights will be issued to Andrew Grove (or his nominee) pursuant to
Resolution 8, whom falls within the category set out in Listing Rule 10.14.1 by virtue of being a
Director.
Maximum number of securities to be issued
The maximum number of Director Performance Rights to be issued is 1,000,000 to be issued to
Andrew Grove (or his nominee) pursuant to Resolution 8.
Director’s current total remuneration package
Details of the remuneration of Andrew Grove is as follows:
Name
Total remuneration of Directors
for the financial year ended 30
June 2025
$
Total remuneration of
Directors for the current
financial year
$
Salary
Performance
Rights
Option Salary
Performance
Rights1 Options
Andrew
Grove
Nil Nil Nil Nil 44,100 Nil
Note:
1. Estimated value as at the date of this Notice as set out in section 7.4(f).
Material terms of the securities
A summary of the material terms of the Director Performance Rights is included in Annexure B.
Explanation and valuation
The Board considers the issue of the Director Performance Rights a cost-effective and efficient
means to remunerate and incentivise personnel compared to alternative forms of remuneration.
The issue of the Director Performance Rights is consistent with the Company’s objective to
incentivise personnel by encouraging improvement in performance of the Company over time,
benchmarked against the relevant performance milestones.
The value the Company attributes to the Directors' Performance Rights to be granted is $44,100
(using a combination of Hoadley’s Barrier1 Model and Hoadley’s Parisian Model model). The
value of the Director Performance Rights has been calculated with the following assumptions:
• underlying share price on the valuation date (13 November 2025) of $0.06;
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• tested time to vesting/expiry being three years from issue;
• a volatility of 106%;
• a risk free rate of 3.63%; and
• for the purpose of the valuation, no future dividend payments have been forecast.
Issue date
The Company proposes to issue the Director Performance Rights as soon as possible after the
date of the Meeting and in any event within three years of the Meeting.
Issue price
The Director Performance Rights will be issued for nil consideration and accordingly no funds
will be raised from the issue.
Material terms of the Plan
A summary of the material terms of the Plan is included in Annuexure C.
Mr Andrew Grove has not been issued any equity securities under the Plan.
Loan
No loans have or will be made by the Company in connection with the proposed issue of the
Director Performance Rights.
Voting exclusion statement
A voting exclusion statement for Resolution 8 is included in the Notice of Meeting preceding
this Explanatory Statement.
Details of any securities issued under the Plan will be published in the Company’s annual report
relating to the period in which they were issued, along with a statement that approval for the
issue was obtained under Listing Rule 10.14.
Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an
issue of securities under the Plan and who were not named in this Notice of Meeting will not
participate until approval is obtained under that rule.
Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act regulates the provision of “financial benefits” to “related
parties” by a public company. Chapter 2E prohibits a public company from giving a financial
benefit to a related party of the public company unless either:
(a) the giving of the financial benefit falls within one of the nominated exceptions to the
provisions; or
(b) prior shareholder approval is obtained to the giving of the financial benefit.
A “related party” is widely defined under the Corporations Act, and includes the directors of the
company. As such, the Directors of the Company (and the Proposed Directors who will be
Directors at the time of issue) are related parties of the Company for the purposes of section
208 of the Corporations Act.
A “financial benefit” is construed widely and in determining whether a financial benefit is being
given, section 229 of the Corporations Act requires that any consideration that is given is
disregarded, even if the consideration is adequate. It is necessary to look at the economic and
commercial substance and the effect of the transaction in determining the financial benefit.
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Section 229 of the Corporations Act includes as an example of a financial benefit, the issuing of
securities or the granting of an option to a related party. Accordingly, the issue of the Director
Performance Rights under Resolution 8 constitutes the provision of a financial benefit to a
related party.
One of the nominated exceptions to the requirement to obtain shareholder approval under
Chapter 2E of the Corporations Act is where the provision of the financial benefit is to
remunerate the related party which is reasonable in the circumstances in which it is given.
Given Andrew Grove (or his respective nominees) will be receiving the Director Performance
Rights in lieu of directors’ fees, the Board is of the view that the issue of the Director Performance
Rights pursuant to Resolution 8 constitutes the provision of a financial benefit that is reasonable
remuneration in the circumstances, and accordingly Shareholder approval under Chapter 2E of
the Corporations Act is not sought.
Board Recommendation
The Board (other than Mr Andrew Grove, who abstains from making a recommendation given
his personal interest in the outcome of Resolution 8) recommends that Shareholders vote in
favour of Resolution 8.
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ANNEXURE B – S UMMARY OF THE TE RMS OF T HE DIRECTOR PERFORM ANC E
RIGHTS
A summary of the terms and conditions of the Performance Rights to be issued to Andrew Grove
under the Plan is set out below:
1. Entitlement
Each Performance Right entitles the holder to subscribe for one Share upon exercise of the
Performance Right.
2. Consideration
Nil consideration is payable for the grant of the Performance Right.
3. Performance Milestones
Subject to paragraph 20, the Performance Rights will vest subject to the satisfaction of the
following performance milestones (Performance Milestones):
Number Performance Milestone
250,000 The 20-day VWAP being equal or greater than $0.12.
250,000 The 20-day VWAP being equal or greater than $0.18.
500,000 The 20-day VWAP being equal or greater than $0.25.
4. Expiry Date
Each of the Performance Rights shall expire at 5:00pm WST on the date that is 3 years from
the date of issue (Expiry Date). A Performance Right not exercised before the Expiry Date
will automatically lapse on the Expiry Date.
5. Notification to holder
The Company shall notify the holder in writing when the Performance Milestone has been
satisfied.
6. Exercise of Performance Right
Subject to the satisfaction of a Performance Milestone and paragraph 16, upon vesting, each
Performance Right will, at the election of the holder by notice in writing to the Company,
convert into one Share.
7. Share ranking
All Shares issued upon the conversion of Performance Rights will upon issue rank pari passu
in all respects with other Shares.
8. Application to ASX
The Performance Rights will not be quoted on ASX. The Company must apply for the official
quotation of a Share issued on conversion of a Performance Right on ASX within the time
period required by the Listing Rules.
9. Transfer of Performance Rights
The Performance Rights are not transferable unless such dealing is effected by force of law
upon death or legal incapacity or limited circumstances as approved by the board of
directors of the Company.
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10. Lapse of a Performance Right
If the Performance Milestone attached to the relevant Performance Right has not been
satisfied within the relevant time period set out in paragraph 4, the relevant Performance
Rights will automatically lapse.
11. Participation in new issues
A Performance Right does not entitle a holder (in their capacity as a holder of a Performance
Right) to participate in new issues of capital offered to holders of Shares such as bonus
issues and entitlement issues.
12. Reorganisation of capital
If at any time the issued capital of the Company is reconstructed, all rights of a holder will
be changed in a manner consistent with the applicable Listing Rules and the Corporations
Act at the time of reorganisation.
13. Adjustment for bonus issue
If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of
dividends or by way of dividend reinvestment) no changes will be made to the Performance
Rights.
14. Dividend and Voting Rights
The Performance Rights do not confer on the holder an entitlement to vote (except as
otherwise required by law) or receive dividends.
15. Change in Control
Subject to paragraph 16, upon:
(a) the occurrence of:
(i) the offeror under a takeover bid pursuant to Chapter 6 of the Corporations
Act 2001 (Cth) (Corporations Act) in respect of the Shares announcing
that it has achieved acceptances in respect of more than 50% of all Shares;
and
(ii) that takeover bid being, or having become or been declared,
unconditional; or
(b) the coming into effect, pursuant to section 411(10) of the Corporations Act, of the
order of the court made under section 411(4)(b) of the Corporations Act in respect
of a members scheme of arrangement under Part 5.1 of the Corporations Act under
which all Shares are to be either cancelled or transferred to a third party (but not a
scheme of arrangement for the purposes of a corporate restructure (including
change of domicile, consolidation, sub-division, reduction or return) of the issued
capital of the Company),
then, to the extent the Performance Rights have not converted into Shares due to
satisfaction of the Performance Milestone(s), the Board will accelerate the satisfaction of the
Performance Milestones attached to the Performance Rights and the Performance Rights
will automatically convert into Shares on a one-for-one basis.
16. Deferral of conversion if resulting in a prohibited acquisition of Shares
If the conversion of a Performance Right under paragraph 6 or 15 would result in any person
being in contravention of section 606(1) of the Corporations Act 2001 (Cth) (General
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Prohibition) then the conversion of that Performance Right shall be deferred until such
later time or times that the conversion would not result in a contravention of the General
Prohibition. In assessing whether a conversion of a Performance Right would result in a
contravention of the General Prohibition:
(a) holders may give written notification to the Company if they consider that the
conversion of a Performance Right may result in the contravention of the General
Prohibition. The absence of such written notification from the holder will entitle the
Company to assume the conversion of a Performance Right will not result in any
person being in contravention of the General Prohibition; and
(b) the Company may (but is not obliged to) by written notice to a holder request a
holder to provide the written notice referred to in paragraph 16(a) within seven
days if the Company considers that the conversion of a Performance Right may
result in a contravention of the General Prohibition. The absence of such written
notification from the holder will entitle the Company to assume the conversion of
a Performance Right will not result in any person being in contravention of the
General Prohibition.
17. No rights to return of capital
A Performance Right does not entitle the holder to a return of capital, whether in a winding
up, upon a reduction of capital or otherwise.
18. Rights on winding up
A Performance Right does not entitle the holder to participate in the surplus profits or assets
of the Company upon winding up.
19. Forfeiture
If the Board determines that the holder has acted fraudulently or dishonestly, or wilfully
breaches their duties to the Company or Company policies, the Board may in its discretion
deem all Performance Rights to be forfeited upon which all unvested and vested
Performance Rights will automatically lapse.
20. Leaver
Where the holder ceases to hold office with the Company in any circumstances, all unvested
Performance Rights held by the holder will automatically lapse, unless the Board determines
otherwise.
21. No other rights
A Performance Right gives the holder no rights other than those expressly provided by these
terms and those provided at law where such ri
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