Announcement PDF Notice of Annual General Meeting Radiopharm Theranostics Limited ACN 647 877 889 Notice of Annual General Meeting Radiopharm Theranostics Limited ACN 647 877 889 Notice is given that the Annual General Meeting of Radiopharm Theranostics Limited ACN 647 877 889 (Company) will be held at: Location Level 3, 62 Lygon Street, Carlton, Victoria 3053 and virtually (online) at https://bit.ly/RAD-AGM-2023 Date Thursday, 16 November 2023 Time 10:00 am (Melbourne time) Registration from 9:45 am (Melbourne time) Zoom meeting details The AGM will be webcast live via an online platform. To participate you will need a desktop or mobile/tablet device with internet access. When you log onto the online platform to register to attend the AGM, you will need to provide your details (including SRN or HIN) to be verified as a Shareholder. All Shareholders have the opportunity to attend and participate in the 2023 Annual General Meeting (Meeting) online via internet connection (using a computer, laptop, tablet or smartphone). To register for the meeting, please click this link: https://bit.ly/RAD-AGM-2023 After registering, you will receive a confirmation email containing information about joining the Meeting. For further details and instructions, please see the online meeting guide located on the Company website containing details on attending and voting at the Annual General Meeting. If Shareholders are unable to attend the Meeting using the online platform they are encouraged to alternatively, return the proxy form to the Company in accordance with the instructions thereon. Returning the proxy form will not preclude a Shareholder from attending and voting at the Meeting utilising the online platform should they elect to do so. Shareholder Questions In accordance with the Corporations Act, reasonable opportunity will be given to Shareholders at the Meeting to ask questions about, or make comments on, the Meeting, the Company’s management and the Remuneration Report, or the Company itself. A reasonable opportunity will also be given to Shareholders of the Meeting to ask the Company’s auditor, Grant Thornton Australia (Auditor), questions relevant to the auditor’s report or conduct of the audit, the preparation and contents of the audit report, the content of the audit, the independence of the Auditor in relation to the conduct of the audit and the accounting policies adopted by the Company in preparation of the financial statements. The Auditor will be given a reasonable opportunity to answer written questions submitted by Shareholders of the Meeting. Notice of Annual General Meeting 1 In accordance with section 250PA of the Corporations Act, written questions for the Auditor must be submitted to the Company by no later than the fifth business day before the day on which the Meeting is to be held. In this case, no later than 9 November 2023. Notice of Annual General Meeting 2 Ordinary Business Financial Statements and Reports To consider and receive the financial report, the Directors’ report and the auditor’s report for the year ended 30 June 2023. Resolution 1 – Remuneration Report To consider and, if in favour, pass the following resolution in accordance with section 250R(2) Corporations Act: 1 ‘That the Remuneration Report be adopted.’ Note: This resolution shall be determined under section 250R(2) Corporations Act. Votes must not be cast on this resolution by Key Management Personnel and closely related parties in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply. The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this resolution. Under the Corporations Act, the vote on the Remuneration Report is advisory only and does not bind the Directors or the Company. Resolution 2 – Re-election of Director – Dr Michael Baker To consider and, if in favour, pass the following resolution as an ordinary resolution: 2 ‘That, Dr Michael Baker, a Director, who retires by rotation in accordance with Listing Rule 14.4 and rule 19.3 of the Company’s constitution (Constitution), and being eligible, be re-elected as a Director of the Company.’ Note: Further information about the candidate appears in the Explanatory Memorandum. The Directors (with Dr Michael Baker abstaining) unanimously recommend that you vote in favour of this resolution. Special business Resolution 3 – Approval to issue Incentive Options to Director – Mr Paul Hopper To consider and, if in favour, to pass the following as an ordinary resolution: 3 ‘That, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the granting of 1,235,761 unlisted options to Mr Hopper, or his nominee, under the Company’s Omnibus Incentive Plan, on the terms set out in the Explanatory Memorandum.’ Note: if approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing Rule 10.11, as set out in the Explanatory Memorandum. Notice of Annual General Meeting 0 The Directors abstain, in the interests of corporate governance from making a recommendation in relation to this resolution. Resolution 4 – Approval to issue Incentive Options to Director – Mr Riccardo Canevari To consider and, if in favour, to pass the following as an ordinary resolution: 4 ‘That, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the granting of 7,426,895 unlisted options to Mr Riccardo Canevari, or his nominee, under the Company’s Omnibus Incentive Plan, on the terms set out in the Explanatory Memorandum.’ Note: if approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing Rule 10.11, as set out in the Explanatory Memorandum. The Directors abstain, in the interests of corporate governance from making a recommendation in relation to this resolution. Resolution 5 – Approval to issue Incentive Options to Director – Mr Ian Turner To consider and, if in favour, to pass the following as an ordinary resolution: 5 ‘That, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the granting of 1,451,012 unlisted options to Mr Ian Turner, or his nominee, under the Company’s Omnibus Incentive Plan, on the terms set out in the Explanatory Memorandum.’ Note: if approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing Rule 10.11, as set out in the Explanatory Memorandum. The Directors abstain, in the interests of corporate governance from making a recommendation in relation to this resolution. Resolution 6 – Approval of 10% capacity under Listing Rule 7.1A To consider and, if in favour, to pass the following as a special resolution: 6 ‘That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the Company having the additional capacity to issue equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 over a 12 month period from the date of the Annual General Meeting, at a price no less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions set out in the Explanatory Memorandum.’ The Directors unanimously recommend that you vote in favour of this resolution. Resolution 7 – Approval to issue Equity Securities under the Omnibus Incentive Plan To consider and, if in favour, to pass the following as an ordinary resolution: 7 ‘That for the purpose of Listing Rule 7.2, Exception 13 and sections 200B and 200E of the Corporations Act and for all other purposes, the Company hereby approves the renewal of the Notice of Annual General Meeting 1 Company’s Employee Share Option Plan, the terms and conditions of which are summarised in the Explanatory Memorandum.’ The Directors abstain, in the interests of corporate governance from making a recommendation in relation to this resolution. Resolution 8 – Amendment to Constitution To consider and, if in favour, to pass the following resolution as a special resolution: 8 ‘‘That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Constitution of the Company is amended to include a new clause [11.3] as follows: ‘Subject to the Listing Rules and the Corporations Act and for the purposes of section 1100V(2) of the Corporations Act, the issue cap is 10%.’ The Directors unanimously recommend that you vote in favour of this resolution Dated: 18 October 2023 By order of the Board Phillip Hains Company Secretary Notice of Annual General Meeting 2 Voting Exclusion Statement Corporations Act Resolution 1 - The Company will disregard votes cast by a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member, in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply. For the purposes of section 224 Corporations Act, the Company will not disregard a vote if: (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and (b) it is not cast on behalf of a related party or associate of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party. Listing Rules In accordance with the Listing Rule 14.11, the Company will disregard votes cast in favour of the resolution by or on behalf of: Resolution 3 – Approval to issue Incentive Options to Director – Mr Paul Hopper a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company’s Omnibus Incentive Plan, and these persons’ associates. Resolution 4 – Approval to issue Incentive Options to Director – Mr Riccardo Canevari a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company’s Omnibus Incentive Plan, and these persons’ associates. Resolution 5 – Approval to issue Incentive Options to Director – Mr Ian Turner a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company’s Omnibus Incentive Plan, and these persons’ associates. Resolution 6 – Approval of 10% capacity under Listing Rule 7.1A a person, or any associate of that person, who is expected to participate in, or will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares). NB. In accordance with Listing Rule 14.11 and the relevant note under that rule concerning Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no security holders are currently excluded. Resolution 7 – Approval to issue Equity Securities under the Omnibus Incentive Plan any person who is eligible to participate in the Omnibus Incentive Plan and each of their associates. However, this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or Notice of Annual General Meeting 3 (b) the chair of the meeting 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. Notice of Annual General Meeting 4 Notes (a) Terms used in this Notice of Meeting which are defined in the Explanatory Memorandum have the meaning given to them in the Explanatory Memorandum. (b) Subject to the Corporations Act, including sections 250R and 250BD, a Shareholder who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy. (c) The proxy need not be a Shareholder of the Company. A Shareholder who is 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. (d) If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form to the Company’s share registry Automic Registry Service Limited as detailed in the attached proxy form. (e) You can also lodge your proxy online at https://investor.automic.com.au/#/loginsah which is also located on the front of the accompanying proxy form. Alternatively, you can scan the QR code with your mobile device. (f) To be effective, the proxy must be received at the share registry of the Company no later than 10.00 am (Melbourne time) on Tuesday, 14 November 2023 (48 hours before the commencement of the meeting). (g) A corporation may elect to appoint a representative in accordance with the Corporations Act in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the meeting. (h) The Company has determined under regulation 7.11.37 Corporations Regulations that for the purpose of voting at the meeting or adjourned meeting, securities are taken to be held by those persons recorded in the Company’s register of Shareholders as at 7:00 pm (Melbourne time) on Tuesday, 14 November 2023. (i) If you have any queries, including how to cast your votes, please contact the Company’s registered office on 03 9824 5254 (within Australia) or +61 3 9824 5254 (outside Australia) during business hours. Notice of Annual General Meeting 5 Explanatory Memorandum This Explanatory Memorandum accompanies the notice of Annual General Meeting of the Company to be held online by Zoom on Thursday, 16 November 2023 at 10.00 am (Melbourne time). The Explanatory Memorandum has been prepared to assist Shareholders in determining how to vote on the resolutions set out in the Notice of Meeting and is intended to be read in conjunction with the Notice of Meeting. Financial Statements and Reports 1 The Corporations Act 2001 (Cth) (Corporations Act) requires that the report of the Directors, the auditor’s report and the financial report be laid before the Annual General Meeting. 2 Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Annual General Meeting on the financial statements and reports. 3 Shareholders will be given a reasonable opportunity at the meeting to raise questions and make comments on these reports. 4 In addition to asking questions at the meeting, Shareholders may address written questions to the chairman about the management of the Company or to the Company’s auditor, Grant Thornton Australia, if the question is relevant to: (a) the content of the auditor’s report; or (b) the conduct of its audit of the annual financial report to be considered at the meeting. Note: Under section 250PA(1) Corporations Act, a Shareholder must submit the question to the Company no later than the fifth business day before the day on which the Annual General Meeting is held. 5 Written questions for the auditor must be delivered by 5:00 pm on Thursday, 9 November 2023. Please send any written questions for Grant Thornton Australia to: The Company Secretary PO Box 655 Carlton South, VIC 3053 or via email to: info@thecfo.com.au Resolution 1: Remuneration Report 6 The Remuneration Report is contained in the Annual Report. A copy is available on the Company’s website. 7 The Corporations Act requires that the Remuneration Report be put to a vote of Shareholders. 8 The resolution of Shareholders is advisory only and not binding on the Company. The Board will take the discussion at the meeting into consideration when determining the Company’s remuneration policy and appropriately respond to any concerns Shareholders may raise in relation to remuneration issues. Notice of Annual General Meeting 6 9 10 The Remuneration Report: (a) reports and explains the remuneration arrangements in place for non-executive Directors, executive Directors and senior management; and (b) explains Board policies in relation to the nature and value of remuneration paid to nonexecutive Directors, executives and senior managers within the Company. The Chairman will give Shareholders a reasonable opportunity to ask questions about, or to make comments on, the Remuneration Report. Directors’ Recommendation 11 As the resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) Corporations Act, makes no recommendation regarding this resolution. Resolution 2: Re-election of Director – Dr Michael Baker 12 Dr Michael Baker was appointed as a Director of the Company on 11 February 2021 and retires in accordance with rule 19.3 of the Company’s Constitution and Listing Rule 14.4 and stands for election. 13 Dr Michael Baker is currently CEO and MD of ASX listed Arovella Therapeutics Limited (Arovella) which is developing technologies in the cell therapy and drug delivery fields. Prior to Arovella, Dr Baker was an Investment Manager with Australian life science fund, Bioscience Managers, and a senior manager at Hexima Limited. He has a PhD in Biochemistry and was awarded the prestigious Nancy Millis award for the most outstanding thesis for the Faculty of Science, Technology and Engineering in 2010. Dr Baker was an Alexander von Humbolt Research Fellow at the University of Cologne and has an MBA from Melbourne Business School. Directors’ Recommendation 14 The Directors (with Dr Michael Baker abstaining) unanimously recommend the re-election of Dr Michael Baker to the Board. Resolution 3: Approval to issue Incentive Options to Director – Mr Paul Hopper 15 Subject to Shareholders approving Resolution 3, the Company intends to issue Mr Paul Hopper 1,235,761 (in aggregate) unlisted Options pursuant to the terms of the Company’s Omnibus Incentive Plan (Incentive Options). Chapter 2E of the Corporations Act 16 Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must: (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and (b) give the benefit within 15 months following such approval, Notice of Annual General Meeting 7 unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act. 17 The issue of the Incentive Options to Mr Paul Hopper (or his nominee) constitutes giving a financial benefit and Mr Paul Hopper is a related party of the Company by virtue of being a Director. 18 The Directors (with Mr Paul Hopper abstaining) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Incentive Options, because the agreement to issue the Incentive Options is considered reasonable remuneration in the circumstances in accordance with section 211 of the Corporations Act. Listing Rule 10.14 19 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: 10.14.1 a director of the entity; 10.14.2 an associate of a director of the entity; or 10.14.3 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 security holders. 20 The issue of the Incentive Options to Mr Paul Hopper falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14. 21 Resolution 3 seeks the required Shareholder approval for the issue of the Incentive Options under and for the purposes of Listing Rule 10.14. Technical information required by Listing Rule 14.1A 22 If Resolution 3 is passed, the Company will be able to proceed with the issue of the Incentive Options to Mr Paul Hopper under the Omnibus Incentive Plan. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Incentive Options (because approval is being obtained under Listing Rule 10.14), the issue of the Incentive Options will not use up any of the Company’s 15% annual placement capacity. Once approval is obtained pursuant to Listing Rule 10.14, the Company is entitled to rely on the exception set out in Listing Rule 10.16(c)(ii) for the subsequent issue of any Shares upon exercise of any Incentive Options. 23 If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Incentive Options to Mr Paul Hopper under the Omnibus Incentive Plan and may need to agree alternative forms of remuneration with Mr Paul Hopper. Technical information required by Listing Rule 10.15 24 Pursuant to and in accordance with the requirements of Listing Rule 10.15, the following information is provided in relation to Resolution 3: (a) the Incentive Options will be issued to Mr Paul Hopper (or his nominee), who falls within the category set out in Listing Rule 10.14.1 by virtue of Mr Paul Hopper being a Director; (b) the maximum number of Incentive Options to be issued is 1,235,761; Notice of Annual General Meeting 8 (c) the current total remuneration package for Mr Paul Hopper (excluding the value of the proposed Incentive Options) is $250,000 per annum (excluding superannuation); (d) Mr Hopper has previously been issued 4,210,329 Options under the Company’s Omnibus Incentive Plan, which includes 4,210,329 Options since the Company’s Omnibus Incentive Plan was last approved at the Company’s 2022 Annual General Meeting; (e) the Incentive Options have the following key terms: (i) each Incentive Option is to acquire one Share; (ii) the Incentive Options are issued for nil consideration; (iii) the exercise price will be $0.112 per Incentive Option; (iv) the Incentive Options will not be transferable; (v) the Incentive Options will expire on 1 July 2028; and (vi) the Incentive Options will vest over 36 months as follows: (A) 411,879 Incentive Options will vest on 01 July 2024; (B) 411,879 Incentive Options will vest on 01 July 2025; and (C) 411,962 Incentive Options will vest on 01 July 2026, provided that, on each vesting date, Mr Hopper continues to be a Director of the Company; (f) (g) the Company has chosen to issue the Incentive Options (as opposed to fully paid ordinary securities) to Mr Paul Hopper for the following reasons: (i) the issue of the Incentive Options has no immediate dilutionary impact on Shareholders; (ii) the issue of Incentive Options to Mr Paul Hopper will align the interests of Mr Paul Hopper with those of Shareholders; (iii) the issue of the Incentive Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Paul Hopper; and (iv) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Options on the terms proposed; the Company values the Incentive Options (in aggregate) to be issued to Mr Paul Hopper at $97,625 (being approximately $0.079 per Incentive Option) based on the BlackScholes methodology using the closing price of $0.105 (being the closing share price at 30 June 2023), exercise price per Incentive Option of $0.112, life of the Incentive Options of five years, a risk free interest rate of 3.79% and assumed volatility of 100%. The above is based on inputs at 30 June 2023. This information is provided for the purposes of the applicable Listing Rule using the stated assumptions which may not apply Notice of Annual General Meeting 9 at the time of the issue of the options and the actual value may be different. The value under accounting standards will be calculated based on inputs at the date of Shareholder approval; (h) if this Resolution 3 is passed, it is intended that the Incentive Options will be issued to Mr Paul Hopper (or his nominee) within 30 days after this Annual General Meeting, but in any event no later than three years after the date of this Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules); (i) the issue price of the Incentive Options will be nil, as such no funds will be raised from the issue of the Incentive Options; (j) a summary of the material terms of the Omnibus Incentive Plan are set out in Schedule 1; (k) no loan is being made to Mr Paul Hopper in connection with the acquisition of the Incentive Options; (l) details of any Options issued under the Omnibus Incentive 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; and (m) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Options under the Omnibus Incentive Plan after Resolution 3 is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14. Directors’ Recommendation 25 The Directors abstain, in the interests of corporate governance from making a recommendation in relation to this resolution. Resolution 4: Approval to issue Incentive Options to Director – Mr Riccardo Canevari 26 Subject to Shareholders approving Resolution 4, the Company intends to issue Mr Riccardo Canevari 7,426,895 unlisted Incentive Options pursuant to the terms of the Company’s Omnibus Incentive Plan. Chapter 2E of the Corporations Act 27 Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must: (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and (b) 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. Notice of Annual General Meeting 10 28 The issue of the Incentive Options and Performance Rights to Mr Riccardo Canevari (or his nominee) constitutes giving a financial benefit and Mr Riccardo Canevari is a related party of the Company by virtue of being a Director. 29 The Directors (with Mr Riccardo Canevari abstaining) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Incentive Options and Performance Rights because the issuance is considered reasonable remuneration in the circumstances in accordance with section 211 of the Corporations Act. Listing Rule 10.14 30 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: 10.14.1 a director of the entity; 10.14.2 an associate of a director of the entity; or 10.14.3 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 security holders. 31 The issue of the Incentive Options to Mr Riccardo Canevari falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14. 32 Resolution 4 seeks the required Shareholder approval for the issue of the Incentive Options under and for the purposes of Listing Rule 10.14. Technical information required by Listing Rule 14.1A 33 If Resolution 4 is passed, the Company will be able to proceed with the issue of the Incentive Options to Mr Riccardo Canaveri under the Omnibus Incentive Plan. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Incentive Options (because approval is being obtained under Listing Rule 10.14), the issue of the Incentive Options will not use up any of the Company’s 15% annual placement capacity. Once approval is obtained pursuant to Listing Rule 10.14, the Company is entitled to rely on the exception set out in Listing Rule 10.16(c)(ii) for the subsequent issue of any Shares upon exercise of any Incentive Options. 34 If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Incentive Options to Mr Riccardo Canevari under the Omnibus Incentive Plan and may need to agree alternative forms of remuneration with Mr Riccardo Canevari. Technical information required by Listing Rule 10.15 35 Pursuant to and in accordance with the requirements of Listing Rule 10.15, the following information is provided in relation to Resolution 4: (a)