Clearly states 202427 Nov 2023 11:49
Resolution 5 Approval of issue of rights to Paul McGlone
General Information
Pursuant to Section 208 of the Corporations Act the Company (as a public company) may only provide a financial
benefit to a related party if the Company’s members approve the transaction or the giving of the financial benefit
falls within one of the exceptions in sections 210 to 216 of the Corporations Act.
Resolution 5 seeks Shareholder approval for the grant of 10 million performance rights (Rights) to Mr Paul
McGlone, the Company’s Managing Director, under the Company’s Employee Benefits Plan (Plan). If approved,
the approval applies to the issue of the Rights under the Plan and the issue of Shares (if any) on the vesting of
those Rights.
Further information on the Plan is provided above under Resolution 4.
The Rights will only vest upon satisfaction of the vesting conditions (see below for further details) which are
measured over the three-year period from 1 July 2021 to 30 June 2024 (Performance Period).
The Rights will be performance tested shortly after the end of the Performance Period (Testing Date).
The Company has chosen to provide reward and incentive to Mr McGlone in the form of Performance Rights in
order to align his interests with those of the shareholders.
If Resolution 5 is passed and the vesting conditions described below are satisfied, subject to any adjustment in
accordance with the rules of the Plan (e.g. upon a capital reconstruction), Mr McGlone will receive one Share for
each vested Right.
Vesting Conditions
The number of Rights which vest on a date will depend on the extent to which the vesting conditions applicable to
the Rights (Vesting Conditions) have been satisfied for the Performance Period.
The Vesting Conditions applicable to the Rights relate to share price performance and EBITDA, each with a 50%
weighting, and continuous employment.
Share price performance
The share price performance criteria are as follows:
SML Share Price Per Share
(pence)
Vesting % Number of Rights Vesting
≥20.0p 100%
>12.0p to 20.0p Linear sliding scale^ Linear sliding scale^
12.0p 40%