Announcement PDF TALISMAN MINING LIMITED ACN 079 536 495 NOTICE OF GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 11.00 am (WST) DATE: 7 February 2024 PLACE: Suite 1, Ground Floor 33 Colin Street WEST PERTH WA 6005 The business of the Meeting affects your shareholding, and your vote is important. This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers 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 11.00 am (WST) on 5 February 2024. BUSINESS OF THE MEETING AGENDA 1. RESOLUTION 1 – ISSUE OF 2023 INCENTIVE OPTIONS TO DIRECTOR – ANDREW MUNCKTON To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,250,000 Options to Andrew Munckton (or his nominee) under the Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 2. RESOLUTION 2 – ISSUE OF 2024 INCENTIVE OPTIONS TO DIRECTOR – KERRY HARMANIS To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 425,100 Options to Kerry Harmanis (or his nominee) under the Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 3. RESOLUTION 3 – ISSUE OF 2024 INCENTIVE OPTIONS TO DIRECTOR – PETER BENJAMIN To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 265,700 Options to Peter Benjamin (or his nominee) under the Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 4. RESOLUTION 4 – ISSUE OF 2024 INCENTIVE OPTIONS TO DIRECTOR – BRIAN DAWES To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 265,700 Options to Brian Dawes (or his nominee) under the Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Statement.” 1 A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 5. RESOLUTION 5 – ISSUE OF 2024 INCENTIVE OPTIONS TO DIRECTOR – JEREMY KIRKWOOD To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 265,700 Options to Jeremy Kirkwood (or their nominee) under the Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 6. RESOLUTION 6 – ISSUE OF 2024 INCENTIVE OPTIONS TO DIRECTOR – ANDREW MUNCKTON To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,618,500 Options to Andrew Munckton (or his nominee) under the Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 2 Voting Prohibition Statements Resolution 1 – Issue of 2023 Incentive Options to Director – Andrew Munckton Resolution 2 – Issue of 2024 Incentive Options to Director – Kerry Harmanis Resolution 3 – Issue of 2024 Incentive Options to Director – Peter Benjamin Resolution 4 – Issue of 2024 Incentive Options to Director – Brian Dawes A person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf 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 (Resolution 2 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 2 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 2 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf 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 (Resolution 3 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 3 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 3 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf 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 (Resolution 4 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person 3 as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 4 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: (a) (b) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 4 Excluded Party, the above prohibition does not apply if: (a) (b) Resolution 5 – Issue of 2024 Incentive Options to Director – Jeremy Kirkwood the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf 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 (Resolution 5 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 5 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: (a) (b) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 5 Excluded Party, the above prohibition does not apply if: (a) (b) Resolution 6 – Issue of 2024 Incentive Options to Director – Andrew Munckton the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf 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 (Resolution 6 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 6 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: (a) (b) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 6 Excluded Party, the above prohibition does not apply if: (a) (b) the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. 4 Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons: Resolution 1 – Issue of 2023 Incentive Options to Director – Andrew Munckton Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Andrew Munckton) or an associate of that person or those persons. Resolution 2 – Issue of 2024 Incentive Options to Director – Kerry Harmanis Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Kerry Harmanis) or an associate of that person or those persons. Resolution 3 – Issue of 2024 Incentive Options to Director – Peter Benjamin Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Peter Benjamin) or an associate of that person or those persons. Resolution 4 – Issue of 2024 Incentive Options to Director – Brian Dawes Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Brian Dawes) or an associate of that person or those persons. Resolution 5 – Issue of 2024 Incentive Options to Director – Jeremy Kirkwood Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Jeremy Kirkwood) or an associate of that person or those persons. Resolution 6 – Issue of 2024 Incentive Options to Director – Andrew Munckton Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Andrew Munckton) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as a 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 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. 5 Voting by proxy To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that: • each Shareholder has a right to appoint a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Shareholders and their proxies should be aware that: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Voting in person To vote in person, attend the Meeting at the time, date and place set out above. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9380 4230. 6 EXPLANATORY STATEMENT This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions. 1. RESOLUTION 1 – ISSUE OF 2023 INCENTIVE OPTIONS TO DIRECTOR – ANDREW MUNCKTON 1.1 General As announced on 18 October 2023, the Company has agreed, subject to obtaining Shareholder approval, to issue 1,250,000 Options to Andrew Munckton (or his nominee) pursuant to the Employee Securities Incentive Plan (Incentive Plan) and on the terms and conditions set out below (2023 Incentive Options). 1.2 Chapter 2E of the Corporations Act 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. The issue of the 2023 Incentive Options to Mr Munckton (or his nominee) constitutes giving a financial benefit and Mr Munckton is a related party of the Company by virtue of being a Director. The Directors (other than Mr Munckton) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of 2023 Incentive Options, because the agreement to issue the 2023 Incentive Options, reached as part of the remuneration package for Mr Munckton, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis. 1.3 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: 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 Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders. The issue of 2023 Incentive Options to Mr Munckton falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14. 7 Resolution 1 seeks the required Shareholder approval for the issue of the 2023 Incentive Options under and for the purposes of Listing Rule 10.14. 1.4 Technical information required by Listing Rule 14.1A If Resolution 1 is passed, the Company will be able to proceed with the issue of the 2023 Incentive Options to Mr Munckton under the Incentive Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the 2023 Incentive Options (because approval is being obtained under Listing Rule 10.14), the issue of the 2023 Incentive Options will not use up any of the Company’s 15% annual placement capacity. If Resolution 1 is not passed, the Company will not be able to proceed with the issue of the 2023 Incentive Options to Mr Munckton under the Incentive Plan and the Company may have to consider other methods of incentivising Mr Munckton (including cash bonuses). 1.5 Technical information required by Listing Rule 10.15 Pursuant to and in accordance with the requirements of Listing Rule 10.15, the following information is provided in relation to Resolution 1: (a) the 2023 Incentive Options will be issued to Mr Munckton (or his nominee), who falls within the category set out in Listing Rule 10.14.1 by virtue of Mr Munckton being a Director; (b) the maximum number of 2023 Incentive Options to be issued is 1,250,000; (c) the current total remuneration package for Mr Munckton is $355,000 per annum, comprising salary of $327,601, and superannuation payments of $27,399. If the 2023 Incentive Options are issued, the total remuneration package of Mr Munckton for the year to 30 June 2024 will increase by $31,682 to $386,683, being the value of the 2023 Incentive Options deemed to have vested and accrued in the period (and based on the Black Scholes methodology); (d) no Options have previously been issued to Mr Munckton under the Incentive Plan; (e) a summary of the material terms and conditions of the 2023 Incentive Options is set out in Schedule 1. (f) the 2023 Incentive Options are unquoted Options. The Company has chosen to issue 2023 Incentive Options to Mr Munckton for the following reasons: (i) the 2023 Incentive Options are unquoted, therefore, the issue of the 2023 Incentive Options has no immediate dilutionary impact on Shareholders; (ii) the issue of 2023 Incentive Options to Mr Munckton will align the interests of Mr Munckton with those of Shareholders; (iii) the issue of the 2023 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 8 than it would if alternative cash forms of remuneration were given to Mr Munckton; 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 2023 Incentive Options on the terms proposed; (g) the Company values the 2023 Incentive Options at $137,250 (being $0.1098 per 2023 Incentive Options) based on the Black-Scholes methodology; (h) the 2023 Incentive Options will be issued to Mr Munckton (or his nominee) no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the 2023 Incentive Options will be issued on one date; (i) the issue price of the 2023 Incentive Options will be nil, as such no funds will be raised from the issue of the 2023 Incentive Options (other than in respect of funds received on exercise of the 2023 Incentive Options); (j) a summary of the material terms and conditions of the Incentive Plan is set out in Schedule 2; (k) no loan is being made to Mr Munckton in connection with the acquisition of the 2023 Incentive Options; (l) details of any Options issued under the 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 Incentive Plan after Resolution 1 is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14. 2. RESOLUTIONS 2 TO 6 – ISSUE OF 2024 INCENTIVE OPTIONS TO DIRECTORS 2.1 General The Company has agreed, subject to obtaining Shareholder approval, to issue an aggregate of 2,840,700 Options to Mr Kerry Harmanis, Mr Peter Benjamin, Mr Brian Dawes, Mr Jeremy Kirkwood and Mr Andrew Munckton (or their nominees) (Related Parties) in the following proportions: (a) 425,100 Options to Mr Harmanis (or his nominee/s) pursuant to Resolution 2; (b) 265,700 Options to Mr Benjamin (or his nominee/s) pursuant to Resolution 3; (c) 265,700 Options to Mr Dawes (or his nominee/s) pursuant to Resolution 4; (d) 265,700 Options to Mr Kirkwood (or his nominee/s) pursuant to Resolution 5; and (e) 1,618,500 Options to Mr Munckton (or his nominee/s) pursuant to Resolution 6, 9 pursuant to the Incentive Plan and on the terms and conditions set out below (2024 Incentive Options). Resolutions 2 to 6 seek Shareholder approval for the 2024 Incentive Options to the Related Parties. 2.2 Director Recommendation Each Director has a material personal interest in the outcome of Resolutions 2 to 6 on the basis that all of the Directors (or their nominees) are to be issued 2024 Incentive Options should Resolutions 2 to 6 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 2 to 6 of this Notice. 2.3 Chapter 2E of the Corporations Act A summary of Chapter 2E of the Corporations Act is set out in Section 1.2 above. The issue of the 2024 Incentive Options to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being Directors. As the 2024 Incentive Options are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the 2024 Incentive Options. Accordingly, Shareholder approval for the issue of 2024 Incentive Options to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act. 2.4 Listing Rule 10.14 A summary of Listing Rule 10.14 is set out in Section 1.3 above. The issue of 2024 Incentive Options to the Related Parties falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14. Resolutions 2 to 6 seek the required Shareholder approval for the issue of the 2024 Incentive Options under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14. 2.5 Technical information required by Listing Rule 14.1A If Resolutions 2 to 6 are passed, the Company will be able to proceed with the issue of the 2024 Incentive Options to the Related Parties under the Incentive Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the 2024 Incentive Options (because approval is being obtained under Listing Rule 10.14), the issue of the 2024 Incentive Options will not use up any of the Company’s 15% annual placement capacity. If Resolution 2 to 6 are not passed, the Company will not be able to proceed with the issue of the 2024 Incentive Options to the Related Parties under the Incentive Plan and the Company may have to consider other methods of incentivising the Related Parties (including cash bonuses). 10 2.6 Technical information required by Listing Rule 10.15 and section 219 of the Corporations Act Pursuant to and in accordance with the requirements of Listing Rule 10.15 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 2 to 6: (a) the 2024 Incentive Options will be issued to the following persons: (i) Mr Harmanis (or his nominee/s) pursuant to Resolution 2; (ii) Mr Benjamin (or his nominee/s) pursuant to Resolution 3; (iii) Mr Dawes (or his nominee/s) pursuant to Resolution 4; (iv) Mr Kirkwood (or his nominee/s) pursuant to Resolution 5; and (i) Mr Munckton (or his nominee/s) pursuant to Resolution 6, each of whom falls within the category set out in Listing Rule 10.14.1 by virtue of being a Director; (b) the maximum number of 2024 Incentive Options to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 2,840,700 comprising: (i) 425,100 2024 Incentive Options to Mr Harmanis (or his nominee/s) pursuant to Resolution 2; (ii) 265,700 2024 Incentive Options to Mr Benjamin (or his nominee/s) pursuant to Resolution 3; (iii) 265,700 2024 Incentive Options to Mr Dawes (or his nominee/s) pursuant to Resolution 4; (iv) 265,700 2024 Incentive Options to Mr Kirkwood (or his nominee/s) pursuant to Resolution 5; and (v) 1,618,500 2024 Incentive Options to Mr Munckton (or his nominee/s) pursuant to Resolution 6, (c) no Options have previously been issued under the Incentive Plan; (d) a summary of the material terms and conditions of the 2024 Incentive Options is set out in Schedule 3; (e) the 2024 Incentive Options are unquoted Options. The Company has chosen to issue 2024 Incentive Options to the Related Parties for the following reasons: (i) the 2024 Incentive Options are unquoted; therefore, the issue of the 2024 Incentive Options has no immediate dilutionary impact on Shareholders; and (ii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the 2024 Incentive Options on the terms proposed; 11 (f) the number of 2024 Incentive Options to be issued to each of the Related Parties has been determined based upon a consideration of: (i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company; (ii) the remuneration of the Related Parties; and (iii) incentives to attract and ensure continuity of service of the Related Parties who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves. The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the 2024 Incentive Options upon the terms proposed; (g) the total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financial year are set out below: Related Party Current Financial Year Ending 2024 Previous Financial Year Ended 2023 Kerry Harmanis 137,0631 116,4442 Peter Benjamin 81,7093 68,8094 Brian Dawes 81,7095 68,8096 Jeremy Kirkwood 81,7097 68,8088 Andrew Munckton 421,6859 Nil10 Notes: 1. Comprising Directors’ fees of $84,000, a superannuation payment of $8,820 and share-based payments of $44,243 (including an amount of $9,193, representing the accounting value of the 2024 Incentive Options deemed to have accrued in the financial year). 2. Comprising