+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity

+securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

Question

Question

Answer

no

1.1

*Name of entity

Webcentral Group Limited

We (the entity here named) give notice of the issue,

conversion or payment up of the following unquoted

+securities.

1.2

*Registration type and number

ACN: 073 716 793

Please supply your ABN, ARSN, ARBN, ACN or

another registration type and number (if you supply

another registration type, please specify both the type

of registration and the registration number).

1.3

*ASX issuer code

WCG

1.4

*This announcement is

A new announcement

Tick whichever is applicable.

An update/amendment to a previous

announcement

A cancellation of a previous

announcement

1.4a

*Reason for update

N/A

Mandatory only if "Update" ticked in Q1.4 above. A

reason must be provided for an update.

1.4b

*Date of previous announcement to this

N/A

update

Mandatory only if "Update" ticked in Q1.4 above.

1.4c

*Reason for cancellation

N/A

Mandatory only if "Cancellation" ticked in Q1.4 above.

1.4d

*Date of previous announcement to this

N/A

cancellation

Mandatory only if "Cancellation" ticked in Q1.4 above.

1.5

*Date of this announcement

6 January 2021

+ See chapter 19 for defined terms

31 January 2020

Page 1

6652717_1

Appendix 3G

Notification of issue, conversion or

payment up of equity +securities

Part 2 - Type of issue

Question

Question

Answer

No.

2.1

*The +securities the subject of this

+Securities issued as a result of options

notification are:

being exercised or other +convertible

Select whichever item is applicable.

+securities being converted and that are

If you wish to notify ASX of different types of issues of

not to be quoted on ASX

securities, please complete a separate Appendix 3G

Partly paid +securities that have been

for each type of issue.

fully paid up and that are not to be

quoted on ASX

+Securities issued under an +employee

incentive scheme that are not being

immediately quoted on ASX

Other [please specify]

If you have selected 'other' please provide the

circumstances of the issue here:

Issue of options to service providers to the

Company to pay for services rendered

2.2a.1

Please state the number and type of

N/A

options that were exercised or other

+convertible securities that were converted

(including their ASX security code if

available)?

Answer this question if your response to Q2.1 is

"securities issued as a result of options being

exercised or other convertible securities being

converted and that are not to be quoted on ASX".

2.2a.2

And the date the options were exercised or

N/A

other +convertible securities were

converted:

Answer this question if your response to Q2.1 is

"securities issued as a result of options being

exercised or other convertible securities being

converted and that are not to be quoted on ASX".

Note: If this occurred over a range of dates, enter the

date the last of the options was exercised or

convertible securities was converted.

2.2b.1

Please state the number and type of partly

N/A

paid +securities that were fully paid up

(including their ASX security code if

available)?

Answer this question if your response to Q2.1 is

"partly paid securities that have been paid up and that

are not to be quoted on ASX".

2.2b.2

And the date the +securities were fully paid

N/A

up:

Answer this question if your response to Q2.1 is

"partly paid securities that have been paid up and that

are not to be quoted on ASX".

Note: If this occurred over a range of dates, enter the

date the last of the securities was fully paid up.

+ See chapter 19 for defined terms

31 January 2020

Page 2

6652717_1

Appendix 3G Notification of issue, conversion or payment up of equity +securities

2.2c.1

Please state the number and type of

N/A

+securities (including their ASX security

code) issued under an +employee

incentive scheme that are not being

immediately quoted on ASX

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

2.2c.2

*Please attach a document or provide

N/A

details of a URL link for a document lodged

with ASX detailing the terms of the

+employee incentive scheme or a

summary of the terms.

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

2.2c.3

*Are any of these +securities being issued

N/A

to +key management personnel (KMP) or

an +associate

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

2.2c.3.a

*Provide details of the recipients and the number of +securities issued to each of them.

Answer this question if your response to Q2.1 is "securities issued under an employee incentive scheme that are

not being immediately quoted on ASX" and your response to Q2.2c.3 is "Yes". Repeat the detail in the table

below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the

KMP or insert "Same" in "Name of registered holder". If the securities are being issued to an associate of a KMP,

insert the name of the associate in "Name of registered holder".

Name of KMP

Name of registered holder

Number of +securities

2.2d.1

*The purpose(s) for which the entity is

To raise additional working capital

issuing the +securities is:

To fund the retirement of debt

Answer this question if your response to Q2.1 is

To pay for the acquisition of an asset

"Other".

You may select one or more of the items in the list.

[provide details below]

To pay for services rendered

[provide details below]

Other

Additional details:

Issue of options to service providers to the

Company to pay for services rendered

2.2d.2

Please provide any further information

N/A

needed to understand the circumstances in

which you are notifying the issue of these

+securities to ASX, including (if applicable)

why the issue of the +securities has not

been previously announced to the market

in an Appendix 3B

You must answer this question if your response to

Q2.1 is "Other". If there is no other information to

provide, please answer "Not applicable" or "N/A".

+ See chapter 19 for defined terms

31 January 2020

Page 3

6652717_1

Appendix 3G

Notification of issue, conversion or

payment up of equity +securities

2.3

*The +securities being issued are:

Additional +securities in an existing

Tick whichever is applicable

unquoted class that is already recorded

by ASX ("existing class")

New +securities in an unquoted class

that is not yet recorded by ASX ("new

class")

Part 3A - number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is "existing class".

Question

Question

Answer

No.

3A.1

*ASX security code & description

N/A

3A.2

*Number of +securities being issued

N/A

3A.3a

*Will the +securities being issued rank

N/A

equally in all respects from their issue date

with the existing issued +securities in that

class?

3A.3b

*Is the actual date from which the

N/A

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3A.3a is

"No".

3A.3c

*Provide the actual non-ranking end date

N/A

Answer this question if your response to Q3A.3a is

"No" and your response to Q3A.3b is "Yes".

3A.3d

*Provide the estimated non-ranking end

N/A

period

Answer this question if your response to Q3A.3a is

"No" and your response to Q3A.3b is "No".

3A.3e

*Please state the extent to which the

N/A

+securities do not rank equally:

in relation to the next dividend,

distribution or interest payment; or

for any other reason

Answer this question if your response to Q3A.3a is

"No".

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.

Part 3B - number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is "new class".

Question

Question

Answer

No.

3B.1

*Security description

WCG Options - Service Providers

+ See chapter 19 for defined terms

31 January 2020

Page 4

6652717_1

Appendix 3G

Notification of issue, conversion or

payment up of equity +securities

3B.2

*Security type

Ordinary fully or partly paid shares/units

Select one item from the list that best describes the

Options

securities the subject of this form. This will determine

more detailed questions to be asked about the security

+Convertible debt securities

later in this section. Select "ordinary fully or partly paid

Non-convertible +debt securities

shares/units" for stapled securities or CDIs. For interest

rate securities, please select the appropriate choice

Redeemable preference shares/units

from either "Convertible debt securities" or "Non-

convertible debt securities". Select "Other" for

Other

performance shares/units and performance

options/rights or if the selections available in the list do

not appropriately describe the security being issued.

3B.3

ISIN code

N/A

Answer this question if you are an entity incorporated

outside Australia and you are issuing a new class of

securities other than CDIs. See also the note at the top

of this form.

3B.4

*Number of +securities being issued

1,250,000

3B.5a

*Will all the +securities issued in this class

Yes

rank equally in all respects from the issue

date?

3B.5b

*Is the actual date from which the

N/A

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3B.5a is

"No".

3B.5c

*Provide the actual non-ranking end date

N/A

Answer this question if your response to Q3B.5a is

"No" and your response to Q3B.5b is "Yes".

3B.5d

*Provide the estimated non-ranking end

N/A

period

Answer this question if your response to Q3B.5a is

"No" and your response to Q3B.5b is "No".

3B.5e

*Please state the extent to which the

N/A

+securities do not rank equally:

in relation to the next dividend,

distribution or interest payment; or

for any other reason

Answer this question if your response to Q3B.5a is

"No".

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.

3B.6

Please attach a document or provide a URL

Refer attached

link for a document lodged with ASX setting

out the material terms of the +securities

being issued

You may cross reference a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released to the ASX Market Announcements

Platform.

+ See chapter 19 for defined terms

31 January 2020

Page 5

6652717_1

Appendix 3G Notification of issue, conversion or payment up of equity +securities

3B.7

*Have you received confirmation from ASX

No

that the terms of the +securities are

appropriate and equitable under listing rule

6.1?

Answer this question only if you are an ASX Listing.

(ASX Foreign Exempt Listings and ASX Debt Listings

do not have to answer this question).

If your response is "No" and the securities have any

unusual terms, you should approach ASX as soon as

possible for confirmation under listing rule 6.1 that the

terms are appropriate and equitable.

3B.8a

Ordinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

*+Security currency

N/A

This is the currency in which the face amount of an

issue is denominated. It will also typically be the

currency in which distributions are declared.

*Will there be CDIs issued over the

N/A

+securities?

*CDI ratio

N/A

Answer this question if you answered "Yes" to the

previous question. This is the ratio at which CDIs can

be transmuted into the underlying security (e.g. 4:1

means 4 CDIs represent 1 underlying security

whereas 1:4 means 1 CDI represents 4 underlying

securities).

*Is it a partly paid class of +security?

N/A

*Paid up amount: unpaid amount

N/A

Answer this question if answered "Yes" to the

previous question.

The paid up amount represents the amount of

application money and/or calls which have been paid

on any security considered 'partly paid'

The unpaid amount represents the unpaid or yet to be

called amount on any security considered 'partly

paid'.

The amounts should be provided per the security

currency (e.g. if the security currency is AUD, then the

paid up and unpaid amount per security in AUD).

*Is it a stapled +security?

N/A

This is a security class that comprises a number of

ordinary shares and/or ordinary units issued by

separate entities that are stapled together for the

purposes of trading.

3B.8b

Option details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

*+Security currency

AUD

This is the currency in which the exercise price is

payable.

*Exercise price

$0.20

The price at which each option can be exercised and

convert into the underlying security. If there is no

exercise price please answer as $0.00.

The exercise price should be provided per the

security currency (i.e. if the security currency is AUD,

the exercise price should be expressed in AUD).

*Expiry date

6 January 2024

The date on which the options expire or terminate.

+ See chapter 19 for defined terms

31 January 2020

Page 6

6652717_1

Appendix 3G

Notification of issue, conversion or

payment up of equity +securities

*Details of the number and type of

One fully paid ordinary share (ASX:WCG)

+security (including its ASX security code if

the +security is quoted on or recorded by

ASX) that will be issued if an option is

exercised

For example, if the option can be exercised to receive

one fully paid ordinary share with ASX security code

ABC, please insert "One fully paid ordinary share

(ASX:ABC)".

3B.8c

Details of non-convertible +debt securities, +convertible debt securities, or

redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question

3B.2.

Refer to Guidance Note 34 and the "Guide to the Naming Conventions and Security Descriptions for ASX Quoted

Debt and Hybrid Securities" for further information on certain terms used in this section

*Type of +security

Simple corporate bond

Select one item from the list

Non-convertible note or bond

Convertible note or bond

Preference share/unit

Capital note

Hybrid security

Other

*+Security currency

N/A

This is the currency in which the face value of the

security is denominated. It will also typically be the

currency in which interest or distributions are paid.

Face value

N/A

This is the principal amount of each security.

The face value should be provided per the security

currency (i.e. if security currency is AUD, then the

face value per security in AUD).

*Interest rate type

Fixed rate

Select one item from the list

Floating rate

Select the appropriate interest rate type per the terms

Indexed rate

of the security. Definitions for each type are provided

in the Guide to the Naming Conventions and Security

Variable rate

Descriptions for ASX Quoted Debt and Hybrid

Securities

Zero coupon/no interest

Other

Frequency of coupon/interest payments

Monthly

per year

Quarterly

Select one item from the list.

Semi-annual

Annual

No coupon/interest payments

Other

First interest payment date

N/A

A response is not required if you have selected "No

coupon/interest payments" in response to the

question above on the frequency of coupon/interest

payments

Interest rate per annum

N/A

Answer this question if the interest rate type is fixed.

+ See chapter 19 for defined terms

31 January 2020

Page 7

6652717_1

Appendix 3G Notification of issue, conversion or payment up of equity +securities

*Is the interest rate per annum estimated

N/A

at this time?

Answer this question if the interest rate type is fixed.

If the interest rate per annum is estimated,

N/A

then what is the date for this information to

be announced to the market (if known)

Answer this question if the interest rate type is fixed

and your response to the previous question is "Yes".

Answer "Unknown" if the date is not known at this

time.

*Does the interest rate include a reference

N/A

rate, base rate or market rate (e.g. BBSW

or CPI)?

Answer this question if the interest rate type is floating

or indexed

*What is the reference rate, base rate or

N/A

market rate?

Answer this question if the interest rate type is floating

or indexed and your response to the previous

question is "Yes".

*Does the interest rate include a margin

N/A

above the reference rate, base rate or

market rate?

Answer this question if the interest rate type is floating

or indexed.

*What is the margin above the reference

N/A

rate, base rate or market rate (expressed

as a percent per annum)

Answer this question if the interest rate type is floating

or indexed and your response to the previous

question is "Yes".

*S128F of the Income Tax Assessment Act

s128F exempt

status applicable to the +security

Not s128F exempt

Select one item from the list

s128F exemption status unknown

For financial products which are likely to give rise to a

payment to which s128F of the Income Tax

Not applicable

Assessment Act applies, ASX requests issuers to

confirm the s128F status of the security:

"s128F exempt" means interest payments are not

taxable to non-residents;

"Not s128F exempt" means interest payments are

taxable to non-residents;

"s128F exemption status unknown" means the

issuer is unable to advise the status;

"Not applicable" means s128F is not applicable to

this security

*Is the +security perpetual (i.e. no maturity

N/A

date)?

*Maturity date

N/A

Answer this question if the security is not perpetual

+ See chapter 19 for defined terms

31 January 2020

Page 8

6652717_1

Appendix 3G

Notification of issue, conversion or

payment up of equity +securities

*Select other features applicable to the

Simple

+security

Subordinated

Up to 4 features can be selected. Further information

Secured

is available in the Guide to the Naming Conventions

and Security Descriptions for ASX Quoted Debt and

Converting

Hybrid Securities.

Convertible

Transformable

Exchangeable

Cumulative

Non-Cumulative

Redeemable

Extendable

Reset

Step-Down

Step-Up

Stapled

None of the above

*Is there a first trigger date on which a right

N/A

of conversion, redemption, call or put can

be exercised (whichever is first)?

*If yes, what is the first trigger date

N/A

Answer this question if your response to the previous

question is "Yes".

Details of the number and type of +security

N/A

(including its ASX security code if the

+security is quoted on ASX) that will be

issued if the securities to be quoted are

converted, transformed or exchanged

Answer this question if the security features include

"converting", "convertible", "transformable" or

"exchangeable".

For example, if the security can be converted into

1,000 fully paid ordinary shares with ASX security

code ABC, please insert "1,000 fully paid ordinary

shares (ASX:ABC)".

Part 4 - Issue details

Question

Question

Answer

No.

4.1

*Have the +securities been issued yet?

No

4.1a

*What was their date of issue?

N/A

Answer this question if your response to Q4.1 is

"Yes".

4.1b

*What is their proposed date of issue?

6 January 2021

Answer this question if your response to Q4.1 is "No".

4.2

*Are the +securities being issued for a

No

cash consideration?

If the securities are being issued for nil cash

consideration, answer this question "No".

+ See chapter 19 for defined terms

31 January 2020

Page 9

6652717_1

Appendix 3G Notification of issue, conversion or payment up of equity +securities

4.2a

*In what currency is the cash consideration N/A

being paid

For example, if the consideration is being paid in

Australian Dollars, state AUD.

Answer this question if your response to Q4.2 is

"Yes".

4.2b

*What is the issue price per +security

N/A

Answer this question if your response to Q4.2 is "Yes"

and by reference to the issue currency provided in

your response to Q4.2a.

Note: you cannot enter a nil amount here. If the

securities are being issued for nil cash consideration,

answer Q4.2 as "No" and complete Q4.2c.

4.2c

Please describe the consideration being

Services rendered to the Company

provided for the +securities

Answer this question if your response to Q4.2 is "No".

4.3

Any other information the entity wishes to

N/A

provide about the issue

Part 5 - Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

5.1

*ASX security code and description

*Total number of +securities on issue

Total number of unquoted

securities:

WCGAA - Performance Rights

10,000,000 Performance rights

WCGAB - Options Expiring 18-Dec-2025 Ex

2,000,000

Options - Employee Plan

$0.20

1,250,000

Options - Service

WCG - Options - Service Providers

Providers

+ See chapter 19 for defined terms

31 January 2020

Page 10

6652717_1

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Part 6 - Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

  • your response to Q2.1 is "+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX"; or
  • your response to Q2.1 is "Other"

Question

Question

Answer

No.

6.1

*Are the securities being issued under

No

Listing Rule 7.2 exception 131and therefore

the issue does not need any security holder

approval under Listing Rule 7.1?

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

6.2

*Has the entity obtained, or is it obtaining,

No

+security holder approval for the issue

under listing rule 7.1?

Answer this question if the response to Q6.1 is "No".

6.2a

*Date of meeting or proposed meeting to

N/A

approve the issue under listing rule 7.1

Answer this question if the response to Q6.1 is "No"

and the response to Q6.2 is "Yes".

6.2b

*Are any of the +securities being issued

Yes

without +security holder approval using the

entity's 15% placement capacity under

listing rule 7.1?

Answer this question if the response to Q6.1 is "No"

and the response to Q6.2 is "No".

1Exception 13An issue of securities under an employee incentive scheme if within 3 years before the issue date:

  1. in the case of a scheme established before the entity was listed - a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or
  2. the holders of the entity's ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:
    • a summary of the terms of the scheme.
    • the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;
    • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and
    • a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

+ See chapter 19 for defined terms

31 January 2020

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6652717_1

Appendix 3G

Notification of issue, conversion or

payment up of equity +securities

6.2b.1

*How many +securities are being issued

1,250,000

without +security holder approval using the

entity's 15% placement capacity under

listing rule 7.1?

Answer this question if the response to Q6.1 is "No",

the response to Q6.2 is "No" and the response to

Q6.2b is "Yes".

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.

6.2c

*Are any of the +securities being issued

No

without +security holder approval using the

entity's additional 10% placement capacity

under listing rule 7.1A (if applicable)?

Answer this question if the response to Q6.1 is "No"

and the response to Q6.2 is "No".

6.2c.1

*How many +securities are being issued

N/A

without +security holder approval using the

entity's additional 10% placement capacity

under listing rule 7.1A?

Answer this question if the response to Q6.1 is "No",

the response to Q6.2 is "No" and the response to

Q6.2c is "Yes".

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.

Introduced 01/12/19; amended 31/01/20

+ See chapter 19 for defined terms

31 January 2020

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6652717_1

TERMS AND CONDITIONS OF OPTIONS

(Service Provider Options)

1. DEFINITIONS AND INTERPRETATION

  1. Definitions
    In this document, unless the contrary intention appears:
    1. ASXmeans ASX Limited and the Australian Securities Exchange conducted by ASX Limited.
    2. ASX Listing Rulesmeans the listing rules of ASX except to the extent of any waiver by ASX of their application to the Company.
    3. Certificatemeans a certificate denoting the holding of an Option as issued by the Company to a Holder.
    4. Companymeans Webcentral Group Limited ACN 073 716 793.
    5. Constitutionmeans the constitution of the Company.
    6. Exercise Noticehas the meaning given in clause 3.1(a).
    7. Exercise Periodmeans, in relation to an Option, the period between the date of issue of the Option and 5.00 pm (Melbourne Time) on the Expiry Date.
    8. Exercise Pricemeans, in relation to an Option, the amount payable upon exercise of the Option, as specified in the terms of issue of the Option.
    9. Expiry Datemeans, in relation to an Option, the date on which the Option expires and can no longer be exercised, as specified in the terms of issue of the Option.
    10. Holdermeans a holder of an Option.
    11. Registermeans the register of Holders referred to in clause 6.1.
    12. Sharemeans a fully paid ordinary share in the Company.
    13. Vesting Conditionmeans, in relation to an Option, a vesting condition (if any) specified in the terms of issue of the Option.
  2. Interpretation
    In this document, unless the contrary intention appears:
    1. headings to clauses are for convenience only and do not affect interpretation;
    2. any reference to a clause, background recital, schedule or annexure is a reference to a clause of, recital in, schedule to or annexure to, this document;

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    1. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
    2. the words "include", "including", "for example", "such as" or cognate expressions are to be construed without limitation;
    3. a reference to a document (including this document) or to a statute, ordinance, code or other law includes a regulation, rule or other statutory instrument issued under it and consolidations, amendments,re-enactments or replacements of any of them;
    4. an agreement, representation or warranty by two or more persons, binds them jointly and each of them individually;
    5. an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;
    6. the singular includes the plural and vice versa;
    7. a reference to a gender includes all genders; and
    8. where any obligation of this document is to be performed on a day other than a Business Day, that obligation is to be performed on the next Business Day.
  1. ENTITLEMENT ON EXERCISE OF OPTIONS
    Subject to these conditions, each Option entitles the Holder to subscribe for and be allotted 1 Share upon the exercise of the Option and payment to the Company of the Exercise Price.
  2. EXERCISE OF OPTIONS
    1. Exercise Notice
      1. Subject to clause3.2, the Holder may at any time during the Exercise Period give a notice (Exercise Notice) to the Company requiring the Company to issue Shares on exercise of the Options.
      2. An Exercise Notice must be in writing and must be delivered to the registered office of the Company (or such other place as the Company may notify Holders in writing) together with payment of the Exercise Price for each of the Options exercised.
      3. The Company may prescribe the form of Exercise Notice. Unless the Company notifies the Holder otherwise the form of Exercise Notice set out inError! Reference source not found.may be given by a Holder in order to exercise an Option.
      4. Holders may exercise all their Options at once, or may exercise parcels of their Options which are multiples of 1,000 (or such lower multiple as the Company permits in its absolute discretion).
    2. Vesting Conditions
      Notwithstanding clause 3.1, a Holder may not exercise an Option unless all Vesting Conditions applicable to the Option have been satisfied.

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    1. Issue of Shares
      1. On exercise of any Options, the Company must allot to the Holder the number of Shares for which the Options are exercised.
      2. The Company must allot the Shares within 15 Business Days of receipt of the Exercise Notice.
      3. An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price for the Options exercised in cash or cleared funds.
    2. Ranking of Shares Allotted on Exercise
      Shares allotted upon exercise of Options will rank equally in all respects with all other issued Shares from the date of allotment and will be held subject to the Constitution.
    3. Lapse
      Any Option which has not been exercised by 5.00 pm (Melbourne Time) on the Expiry Date will lapse. An Exercise Notice is not effective if it is received by the Company after the expiration of the Exercise Period.
  1. QUOTATION
    1. Quotation of OptionsOptions will not be quoted.
    2. Quotation of Shares
      If Shares are quoted on the ASX at the time of exercise of the Options, the Company will make application to the ASX for the Shares issued on exercise of the Options to be quoted within 15 Business Days of the allotment of the Shares or such earlier time as is required by the ASX Listing Rules.
  2. BONUS ISSUES AND RECONSTRUCTIONS
    1. Bonus Issues
      If there is a bonus issue to the holders of Shares in the Company then the number of Shares over which each Option is exercisable will be increased by the number of Shares which the Holder would have received under the bonus issue if the Option had been exercised before the record date for the bonus issue.
    2. Reconstructions
      In the event of any reorganisation including subdivision, consolidation, reduction, return or cancellation of the issued capital of the Company on or prior to the date Shares are allotted on exercise of Options, the number of Shares to be allotted will be changed to the extent necessary to comply with the applicable ASX Listing Rules governing reorganisations in force at the time of the reorganisation. This clause 5.2 applies regardless of whether the Company is at the time listed on ASX.

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  1. MAINTENANCE OF REGISTER AND TRANSFERS OF OPTIONS
    1. Register of Holders of Options
      The Company will keep and maintain, or cause to be kept and maintained, a register of Holders of Options. The Company must ensure that the Register is maintained in compliance with the Corporations Act and all other applicable clauses and requirements.
    2. Transfers of OptionsOptions are not transferable.
  2. MISCELLANEOUS
    1. Severance
      1. If a provision of these conditions or its application to any person or circumstance is or becomes invalid, illegal or unenforceable then the provision must, as far as possible, be interpreted as narrowly as possible to ensure that it is not illegal, invalid or unenforceable.
      2. If any provision or part of it cannot be so interpreted, then the provision or its part is taken to be void and severable. The remaining provisions of these conditions are not affected or impaired in any way.
    2. Holders bound
      A Holder is bound by these conditions and the Constitution.
    3. Waiver and Variation
      1. Subject to the ASX Listing Rules (if applicable), ASX Settlement Operating Rules (if applicable) and the Constitution, the directors of the Company may by resolution:
        1. waive strict compliance with any of these conditions; or
        2. add to, vary or otherwise change any of these conditions for any reason including to ensure compliance with the ASX Listing Rules either generally in relation to all Holders or as they apply to a particular Holder.
      2. Any waiver, addition, variation or other change under clause(a) must not be made unless:
        1. any Holder effected by the waiver, addition, variation or other change so consents in writing; or
        2. the directors of the Company reasonably consider that the waiver, addition, variation or other change is required to ensure compliance with the ASX Listing Rules (if applicable) or any law or requirement binding on the Company or does not adversely affect a Holder's rights under these conditions.

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  1. Notice of Expiry
    The Company must send a Holder before the Expiry Date of the Options any notice required by the ASX Listing Rules (if applicable) to be sent to Holders.
  2. Governing law
    These conditions are to be construed according to and are governed by the laws of Victoria, Australia. Each of the Company and the Holder submits to the non-exclusive jurisdiction of the courts in and of Victoria in relation to any dispute arising under these conditions.

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