2 May 2022

Terms of Issue of Securities

BID (Trading name for Bill Identity Limited, ASX: BID) ("BID" or "the Company") refers to the Appendix 3G and the Appendix 3B lodged with ASX today, and encloses the Terms of Issue of the following classes of Securities:

ASX ANNOUCEMENT

Appendix 3G

  • • Class R and Class S Performance Rights; and

  • • Class E Restricted Security Units.

Appendix 3B

  • • Class X Options

Authority:

This announcement was authorised for release by the General Counsel & Company Secretary of Bill Identity Limited.

- ENDS -

Bill Identity Limited ABN 94 131 445 335 | +61 03 8608 0781 | ASX: BID

TERMS AND CONDITIONS OF CLASS R PERFORMANCE RIGHTS

Type of Plan Securities offered:

Class R Performance Rights

Offer Consideration:

Nil

Exercise Price:

Nil

Expiry Date:

31 March 2025

Vesting Conditions:

Plan securities will automatically vest upon the satisfaction of both Performance Conditions and Retention conditions outlined below.

Performance conditions:

Plan Securities are subject to performance conditions with weightings determined by the board. Where performance conditions are met, the relevant weighted portion of Plan Securities will be awarded, with the balance lapsing.

The board has the discretion to alter awarding of total plan securities under these performance conditions as they see fit prior to 1 October 2022.

Retention conditions:

Plan Securities awarded under performance conditions, and after any lapsing as a result of not meeting performance conditions, will vest automatically as follows:

  • (a) One quarter on 15 October 2022;

  • (b) One quarter on 15 January 2023;

  • (c) One quarter on 15 April 2023; and

  • (d) One quarter on 15 July 2023.

Vesting in all cases is subject to the condition that the holder remains continuously employed with the Company up to and including the relevant date.

Transfer Conditions:

Only as permitted under the rules of the Bill Identity Employee Incentive Plan as governed by its rules dated 26 March 2020

Regulatory conditions:

This Offer is made in reliance on ASIC Class Order 14/1000.

Risks:

The Company's business performance and that of its shares are subject to various risks. Some of those risks

The terms of the Class R Performance Rights are as follows:

are specific to its business activities, others could impact on the whole energy management industry or are of a more general nature. Individually or collectively, those risks may adversely affect the future operating and financial performance of the Company, its investment returns and the value of its Shares, which may rise and fall over time.

Specific risks regarding Plan Securities (and any resulting Plan Shares) are:

  • • if not exercised before the Expiry Date, Plan Securities will lapse;

  • • the Vesting Conditions may not be met, in which case the Plan Securities may not be capable of being exercised;

  • • a personal income tax liability may arise even if performance rights holders do not choose to exercise their Plan Securities or if they cease employment with the Company;

  • • there is no guarantee that the holders will receive dividends or a return of capital in respect of any Plan Shares awarded on the exercise of Plan Securities; and

  • • there is no guarantee that the value of the Plan Shares will increase over time, nor that any particular value will be maintained.

Share Price:

Holders can obtain the current market price of Shares at any time by searching the ASX website (www.asx.com.au) using the Company's ticker code "BID" or visiting the company's website,http://www.billidentity.com.

Currency:

All monetary amounts set out in these terms and conditions are in Australian dollars.

TERMS AND CONDITIONS OF CLASS S PERFORMANCE RIGHTS

Type of Plan Securities offered:

Class S Performance Rights

Offer Consideration:

Nil

Exercise Price:

Nil

Expiry Date:

31 March 2025

Income Tax and Employees and Employer's National Insurance:

By applying for and/or accepting the Plan Securities, employees irrevocably agree to:

  • (a) pay to the Company or the Group Company which employee them or their former employer (as appropriate) (Employer Company) the amount of any Tax liability; or

  • (b) enter into arrangements to the satisfaction of the Employer Company for payment of any Tax liability.

  • (c) reimburse the Employer Company for any employer's Class 1 national insurance contributions (or any similar liability for social security contributions in any jurisdiction) (Employer's NICs) that:

    • (i) the Employer Company is liable to pay as a result of any taxable event in relation to Plan Securities; and

    • (ii) may be lawfully recovered by the Employer Company from an employee or former employee; and

  • (d) at the request of the Company or the Employer Company, join that person in making a valid election to transfer to employees the whole or any part of the liability for Employer's NICs (or any similar liability for social security contribution in any jurisdiction) described above.

If employees fail to make payment to the relevant Group Company in respect of any Tax liability, employees will authorise the Company to sell a sufficient number of Plan Shares to produce a sum which (after allowance for the costs and expenses of the sale of such Shares) may discharge (and shall be applied in discharge of) the relevant employee's liability to the relevant Group Company in respect of a Tax

The terms of the Class S Performance Rights are as follows:

liability or any agreement or election pursuant to the Rule 6.4 of the Plan.

431 Election:

By applying for and/or accepting the Plan Securities, employees irrevocably agree that they will sign and deliver a 431 Election to the Company.

Vesting Conditions:

Plan securities will automatically vest upon the satisfaction of both Performance Conditions and Retention conditions outlined below.

Vesting in all cases is subject to the condition that performance rights holders (Holders) remain continuously employed with the Company up to and including the relevant date.

Performance conditions:

Plan Securities are subject to performance conditions with weightings determined by the board. Where performance conditions are met, the relevant weighted portion of Plan Securities will be awarded, with the balance lapsing. The board has the discretion to alter awarding of total plan securities under these performance conditions as they see fit prior to 1 October 2022.

Retention conditions:

Plan Securities awarded under performance conditions, and after any lapsing as a result of not meeting performance conditions, will vest automatically as follows:

  • (a) One quarter on 15 October 2022;

  • (b) One quarter on 15 January 2023;

  • (c) One quarter on 15 April 2023; and

  • (d) One quarter on 15 July 2023.

Vesting in all cases is subject to the condition that the holder remains continuously employed with the Company up to and including the relevant date.

Transfer Conditions:

Only as permitted under the Plan Rules

Clawback:

If Holders (in the Board's opinion):

  • (a) have breached a material obligation under the Plan or any other staff equity participation arrangement;

  • (b) become a Bad Leaver;

  • (c) have breached any restraint of trade obligations owing by Holders to a Group Company;

  • (d) have breached any obligation of confidence owing by Holders to a Group Company; or

  • (e) have done any act which brings a Group Company into disrepute,

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BidEnergy Limited published this content on 02 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2022 07:16:08 UTC.