Announcement PDF Emyria Limited ACN 625 085 734 Notice of General Meeting The General Meeting of the Company will be held at D2, 661 Newcastle Street, Leederville WA, 6007 on Friday, 25 February 2022, at 9.30am (WST). THE COMPANY IS TAKING PRECAUTIONS TO FACILITATE AN IN PERSON MEETING IN ACCORDANCE WITH COVID-19 RESTRICTIONS. IF THE SITUATION IN RELATION TO COVID-19 CHANGES IN A WAY AFFECTING THE ABILITY TO FACILITATE AN IN PERSON MEETING, THE COMPANY WILL PROVIDE AN UPDATE AHEAD OF THE MEETING BY WAY OF AN ASX ANNOUNCEMENT. The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (08) 6559 2800. Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice Page 1 Emyria Limited ACN 625 085 734 (Company) Notice of General Meeting Notice is hereby given that a general meeting of Shareholders of Emyria Limited (Company) will be held at D2, 661 Newcastle Street, Leederville WA, 6007 on Friday, 25 February 2022 at 9.30am (WST) (Meeting). The Board is closely monitoring the rapidly changing coronavirus (COVID-19) pandemic. The health of the Company’s Shareholders, employees and other stakeholders is of paramount importance. While the Board would like to host all Shareholders in person, in order to minimise the risk to Shareholders and to the Company and its ongoing operations, the Company suggests that Shareholders do not attend the Meeting in person. Accordingly, the Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting. The Board will continue to monitor Australian Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company’s website at www.emyria.com and the ASX announcement platform. 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 WST on 23 February 2022. The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice. Terms and abbreviations used in the Notice are defined in Schedule 1. Agenda 1 Resolutions Resolution 1 – Ratification of prior issue of Tattarang Securities To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of: (a) 20,000,000 Tattarang Shares under Listing Rule 7.1A; and (b) 10,000,000 Tattarang Options under Listing Rule 7.1, to Tattarang (or its nominees), on the terms and conditions in the Explanatory Memorandum.' Page 2 Resolution 2 - Election of Director - Dr Karen Smith To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That in accordance with article 7.6(b) of the Constitution and for all other purposes, Dr Karen Smith, a Director who was appointed on 29 November 2021, retires and, being eligible, is elected as a Director on the terms and conditions in the Explanatory Memorandum.' Resolution 3 – Approval of issue of Director Shares To consider and, if thought fit, to pass with or without amendment, each as a separate 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 up to: (a) 550,000 Tranche 1 Director Shares; and (b) 550,000 Tranche 2 Director Shares, to Dr Karen Smith (or her nominees) under the Plan, on the terms and conditions in the Explanatory Memorandum.' Voting exclusions Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of: (a) Resolution 1(a) and (b), by or on behalf of Tattarang (or its nominees) and any other person who participated in the issue of the Tattarang Securities, or any person who is a counterparty to an agreement relating to the issue of Tattarang Securities, or any of their respective associates; (b) Resolution 3(a) and (b) by or on behalf of a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or any of their respective associates. The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote, 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 Page 3 (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BY ORDER OF THE BOARD Simon Robertson Company Secretary Emyria Limited Dated: 20 January 2022 Page 4 Emyria Limited ACN 625 085 734 (Company) Explanatory Memorandum 1. Introduction The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at D2, 661 Newcastle Street, Leederville WA, 6007 on Friday, 25 February 2022 at 9.30am (WST) (Meeting). The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: Section 2 Voting and attendance information Section 3 Resolution 1 – Ratification of prior issue of Tattarang Securities Section 4 Resolution 2 - Election of Director - Dr Karen Smith Section 5 Resolution 3 – Approval of issue of Director Shares Schedule 1 Definitions Schedule 2 Summary of Employee Securities Incentive Plan Schedule 3 Terms and Conditions of Tattarang Options A Proxy Form is located at the end of the Explanatory Memorandum. 2. Voting and attendance information Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions. 2.1 Impact of COVID-19 on the Meeting The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID19. Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting, while complying with the COVID-19 restrictions regarding gatherings. The Company, however, strongly encourages Shareholders to submit proxies prior to the Meeting. Page 5 If the situation in relation to COVID-19 were to change in a way that affected the position above, the Company will provide a further update ahead of the Meeting by releasing an ASX announcement. 2.2 Voting in person To vote in person, attend the Meeting on the date and at the place set out above. 2.3 Voting by proxy A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. Please note that: (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (ii) a proxy need not be a member of the Company; and (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; (iii) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and (iv) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Section 250BC of the Corporations Act provides that, if: (i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; (v) the appointed proxy is not the chair of the meeting; (vi) at the meeting, a poll is duly demanded on the resolution; and (vii) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution, Page 6 the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. 2.4 Chair's voting intentions If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 3(a) and (b), even though these Resolutions are connected directly or indirectly with the remuneration of the Company's Key Management Personnel. The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. 2.5 Submitting questions Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at cosec@emyria.com by 31 January 2022. Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair. The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold). 3. Resolution 1 – Ratification of prior issue of Tattarang Securities 3.1 General On 22 November 2021, the Company announced that it had successfully completed a placement to Tattarang Pty Ltd (Tattarang) to raise approximately $5,000,000 (before costs) by the issue of 20,000,000 Shares at an issue price of $0.25 each (Tattarang Shares) and 10,000,000 Options exercisable at $0.40 each on or before 24 November 2023 (Tattarang Options). On 24 November 2021, the Company issued the Tattarang Shares using its placement capacity under Listing Rule 7.1A and the Tattarang Options using its placement capacity under Listing Rule 7.1 (together, the Tattarang Securities). Approval of Shareholders is sought pursuant to Listing Rule 7.4 to ratify the issue of the Tattarang Shares and Tattarang Options under Resolution 1(a) and (b), respectively, each as separate ordinary resolutions. 3.2 Listing Rules 7.1, 7.1A and 7.4 Broadly speaking, Listing Rule 7.1 limits the ability of a listed entity from issuing or agreeing to issue Equity Securities over a 12 month period which exceeds 15% of the number of fully paid ordinary Shares it had on issue at the start of the 12 month period. Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to allow it to issue Equity Securities comprising up to 10% of its issued Page 7 capital. The Company obtained this approval at its annual general meeting held on 3 November 2021. The issue of the Tattarang Securities does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of the Company's placement capacity under each of Listing Rules 7.1 and 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under those Listing Rules for the 12 month period following the issue of the Tattarang Securities. Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A, as applicable. The effect of Shareholders passing Resolution 1(a) and (b) will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 and the additional 10% annual placement capacity set out in Listing Rule 7.1A without the requirement to obtain prior Shareholder approval. If Resolution 1(a) is passed, 20,000,000 Tattarang Shares will be excluded in calculating the Company's 10% limit in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date (assuming the Company's approval under Listing Rule 7.1A remains in force for this period). If Resolution 1(a) is not passed, 20,000,000 Tattarang Shares will continue to be included in the Company's 10% limit in Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 20,000,000 Equity Securities for the 12 month period following the issue of the Tattarang Shares (assuming the Company's approval under Listing Rule 7.1A remains in force for this period). If Resolution 1(b) is passed, 10,000,000 Tattarang Options will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date. If Resolution 1(b) is not passed, 10,000,000 Tattarang Options will continue to be included in the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 10,000,000 Equity Securities for the 12 month period following the issue of the Tattarang Options. 3.3 Specific information required by Listing Rule 7.5 Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares: (a) The Tattarang Securities were issued to Tattarang's nominee, Tattarang Ventures Pty Ltd, on 24 November 2021. Page 8 3.4 (b) the Tattarang Shares are fully paid ordinary shares issued at $0.25 per Share raising $5,000,000 (before costs). The Tattarang Options were issued for nil additional consideration and otherwise on the terms and conditions in Schedule 3. (c) The proceeds from the issue of the Tattarang Shares are intended to be used to accelerate synthetic cannabinoid registration programs with the TGA and FDA, and advance the Company's novel MDMA-analogue development program with the University of Western Australia. (d) The Tattarang Securities were issued under a subscription agreement. There are no other material terms relating to the issue of the Tattarang Securities. (e) A voting exclusion statement is included in the Notice. Board recommendation Resolution 1(a) and (b) are ordinary resolutions. The Board recommends that Shareholders vote in favour of Resolution 1(a) and (b). 4. Resolution 2 - Election of Director - Dr Karen Smith 4.1 General Article 7.6(b) of the Constitution provides that a Director (excluding the Managing Director) appointed by the Board to fill a causal vacancy or as an addition to the Board may retire at the next general meeting of the Company and is eligible for election at that meeting. On 29 November 2021, Dr Karen Smith was appointed as an Executive Director of the Company. Dr Smith retires at this Meeting and, being eligible, seeks re-election pursuant to this Resolution 2. 4.2 Dr Karen Smith MD, PhD, LLM Dr Smith has over 20 years of biopharmaceutical industry experience in the United States, Europe, Canada and Asia, overseeing more than 100 clinical trials and more than 20 regulatory approvals leading to product launches across diverse therapeutic areas including neuroscience, rare disease, oncology, cardiology, dermatology, oncology and anti-infectives. Dr Smith is a Director of Nasdaq listed Antares Pharma, Inc and Sangamo Therapeutics, Inc; as well as Acceleron Pharmaceuticals which was recently acquired by Merck & Co for US$11B. Previously, Dr Smith served as Executive Vice President, Global Head R&D and Chief Medical Officer of Jazz Pharmaceuticals, Inc. She has also held leadership positions at Allergan plc, AstraZeneca and Bristol-Myers Squibb. The Company confirms that it took appropriate checks into Dr Smith's background and experience and that these checks did not identify any information of concern. Dr Smith has acknowledged to the Company that she will have sufficient time to fulfil her responsibilities as a Director. Page 9 4.3 Board recommendation The Board (other than Dr Smith who has a personal interest in the outcome of this Resolution) supports the election of Dr Smith based on her extensive experience in the biopharmaceutical industry and as a senior executive at numerous listed pharmaceutical companies. 4.4 Additional information Resolution 2 is an ordinary resolution. The Board recommends that Shareholders vote in favour of Resolution 2. 5. Resolution 3 – Approval of issue of Director Shares 5.1 General Dr Karen Smith's remuneration package includes the issue of up to 1,650,000 Shares under the Company's Employee Securities Incentive Plan (Plan) in the following three tranches: (a) 550,000 Shares issued on 6 December 2021; (b) 550,000 Shares to be issued upon 12 months of continuous service (Tranche 1 Director Shares); and (c) 550,000 Shares to be issued upon 24 months of continuous service (Tranche 2 Director Shares). Resolution 3(a) and (b) seek Shareholder approval pursuant to Listing Rule 10.14 for the issue of the Tranche 1 and Tranche 2 Director Shares under the Plan (collectively, the Director Shares). 5.2 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 its Shareholders: (a) a director of the entity (Listing Rule 10.14.1); (b) an associate of a person referred to in Listing Rule 10.14.1 (Listing Rule 10.14.2); and (c) a person whose relationship with the entity or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by Shareholders. Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Shares as approval is being obtained under Listing Rule 10.14. Accordingly, the issue of the Director Shares to Dr Smith (or her nominees) will not be included in the Company's 15% annual placement capacity in Listing Rule 7.1 or the maximum permitted number of Equity Securities issued under Listing Rule 7.2, exception 13(b). The effect of Shareholders passing Resolution 3(a) and (b) will be to allow the Company to issue the Tranche 1 and Tranche 2 Director Shares, respectively. Page 10 If Resolution 3(a) and / or (b) is not passed, the Company will not be able to proceed with the issue of the relevant Director Shares, and the Company will have to consider alternative commercial means to incentivise Dr Smith. 5.3 Specific information required by Listing Rule 10.15 Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of the Director Shares: (a) The Director Shares will be issued under the Plan to Dr Smith (or her nominees). (b) Dr Smith falls into the category stipulated by Listing Rule 10.14.1 by virtue of being a Director of the Company. (c) The Company will issue Dr Smith a maximum of 550,000 Tranche 1 Director Shares and 550,000 Tranche 2 Director Shares. (d) The current total annual remuneration package for Dr Smith as at the date of this Notice is US$150,000 (exclusive of superannuation). (e) Other than 550,000 Shares issued on 6 December 2021 for nil cash consideration as part of a remuneration package, no other Equity Securities have previously been issued under the Plan to Dr Smith. The Company notes a further 1,500,000 Options with an exercise price of $0.268 exercisable on or before 22 February 2024 have previously been issued to Dr Smith with Shareholder approval outside of the Plan. (f) The Tranche 1 Director Shares will be issued to Dr Smith (or her nominees) after 12 months of continuous service and in any event no later than 3 years after the date of the Meeting. (g) The Tranche 2 Director Shares will be issued to Dr Smith (or her nominees) after 24 months of continuous service and in any event no later than 3 years after the date of the Meeting. (h) The Director Shares will be issued for nil cash consideration and will be provided as an incentive component Dr Smith's remuneration package. (i) A summary of the material terms of the Plan is in Schedule 2. (j) No loan will be provided to Dr Smith in relation to the issue of the Director Shares. (k) Details of any securities issued under the Plan will be published in the annual report of the Company 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. (l) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolution is approved and who were not named in the Notice will not participate until approval is obtained under Listing Rule 10.14. (m) A voting exclusion statement is included in the Notice. Page 11 5.4 Chapter 2E of the Corporations Act In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must: (a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and (a) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act. The proposed issue of the Director Shares constitutes giving a financial benefit to a related party of the Company. The Board (other than Dr Smith who has a personal interest in the outcome of Resolution 3(a) and (b)) considers Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required because the issue of the Director Shares is considered reasonable remuneration and therefore falls within the exception stipulated by section 211 of the Corporations Act. 5.5 Additional information Resolution 3(a) and (b) are ordinary resolutions. The Board (other than Dr Smith who has a personal interest in the outcome of Resolution 3(a) and (b)) recommends Shareholder vote in favour of these Resolutions. Page 12 Schedule 1 Definitions In the Notice, words importing the singular include the plural and vice versa. $ means Australian Dollars. ASX means the ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited. Board means the board of Directors. Chair means the person appointed to chair the Meeting of the Company convened by the Notice. Company means Emyria Limited (ACN 625 085 734). Corporations Act means the Corporations Act 2001 (Cth) as amended or modified from time to time. Director means a director of the Company. Director Shares has the meaning given in Section 5.1. Equity Security has the same meaning as in the Listing Rules. Explanatory Memorandum means the explanatory memorandum which forms part of the Notice. Listing Rules means the listing rules of ASX. Material Investor means, in relation to the Company: (a) a related party; (b) key management personnel; (c) a substantial Shareholder; (d) an advisor; or (e) an associate of the above, who received Shares which constituted more than 1% of the Company's capital structure at the time of issue. Meeting has the meaning given in the introductory paragraph of the Notice. Notice means this notice of general meeting. Option means an option to acquire a Share. Plan means the Emyria Limited Employee Securities Incentive Plan. Proxy Form means the proxy form attached to the Notice. Page 13 Resolution means a resolution referred to in the Notice. Schedule means a schedule to the Notice. Section means a section of the Explanatory Memorandum. Share means a fully paid ordinary share in the capital of the Company. Shareholder means the holder of a Share. Tattarang means Tattarang Pty Ltd (ACN 055 961 361). Tattarang Securities means the Tattarang Shares and Tattarang Options, collectively. Tattarang Shares means 20,000,000 Shares the subject of Resolution 1(a). Tattarang Options means 10,000,000 Options the subject of Resolution 1(b). Tranche 1 Director Shares means 550,000 Shares the subject of Resolution 3(a). Tranche 2 Director Shares means 550,000 Shares the subject of Resolution 3(b). WST means Western Standard Time, being the time in Perth, Western Australia. Page 14 Schedule 2 Summary of Employee Securities Incentive Plan The Company's Employee Securities Incentive Plan (Plan) was adopted by the Board on 28 November 2019. A summary of the terms of the Plan is set out below: 1. Eligible Participant Eligible Participant means a person that: 2. (a) is an 'eligible participant' (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and (b) has been determined by the Board to be eligible to participate in the Plan from time to time. Purpose The purpose of the Plan is to: 3. (a) assist in the reward, retention and motivation of Eligible Participants; (b) link the reward of Eligible Participants to Shareholder value creation; and (c) align the interests of Eligible Participants with shareholders of the Company, by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities. Plan administration The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion. 4. Eligibility, invitation and application (a) The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Shares on such terms and conditions as the Board decides. (b) On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. (c) If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation. Page 15 5. Grant of Securities The Company will, to the extent that it has accepted a duly completed application, grant the Eligible Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required. 6. Terms of Convertible Securities Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan. Prior to a Convertible Security being exercised, an Eligible Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. An Eligible Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. An Eligible Participant must not enter into any arrang