Omni Bridgeway : Grant of Performance Rights

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ASX Announcement

20 JULY 2022

Grant of Performance Rights

Omni Bridgeway Limited (Omni Bridgeway) (ASX:OBL) confirms that 201,059 performance rights have been issued to Mr Guillaume Leger in relation to his appointment as the new Global Chief Financial Officer which was announced on 19 July 2022. The terms and conditions of the Performance Rights are attached to this announcement in conjunction with Appendix 3G released today.

This announcement is authorised for release to the market by the Disclosure Committee.

Media enquiries:

Marella Gibson

Chief Marketing Officer - Australia and Asia [phone] [e-mail]

Omni Bridgeway Limited | ABN 45 067 298 088 | GPO Box 5457 | Sydney NSW 2001 | Freecall 1800 016 464

DocuSign Envelope ID: 476B7EE6-DB4D-4FA9-9B7F-BA346F8FBA9A

Omni Bridgeway Limited ABN 45 067 298 088 omnibridgeway.com

For personal use only

Terms and Conditions of Performance Rights

Terms not defined herein shall, if applicable, have the meanings given to such terms in the Corporations Act or in the Listing Rules.

2. Issue Price and entry in Register

1. Each Performance Right is issued for no consideration and shall have no exercise price.
2. Upon the issue of Performance Rights, the Remuneration Committee will enter or cause to be entered in the Register the name of the Participant, the Issue Date and the applicable tranches of such Performance Rights.

3. Performance Conditions and Performance Periods

3.1 Subject to Term 12.2, all Performance Rights shall be subject to the satisfaction of the Performance Conditions within the Performance Periods, such satisfaction to be determined by the Remuneration Committee.

4. Notification of Vested Performance Rights

1. As soon as practicable after the expiry of the Performance Period applicable to a Performance Right, the Remuneration Committee shall determine in its sole discretion:
2. 1. whether and to what extent the Performance Conditions have been satisfied during the Performance Period; and
   2. the number of Performance Rights which have vested and the number of Performance Rights which have lapsed.
3. Notice of the above shall be provided to the Participant who shall be deemed to have automatically exercised all Vested Performance Rights ("Vesting Notice").

5. Issue of Performance Rights Shares

5.1 Following issue of a Vesting Notice, the Company shall as soon as practicable:

1. calculate the withholding tax and any social security payments or similar items due and payable by the relevant Group Company, if any, in respect of the exercise of the Performance Rights by the Participant ("Withholding Tax Amount");
2. issue to the Participant or the trustee of the Employee Share Trust to be held on behalf of the Participant such number of Performance Rights Shares calculated in accordance with the Performance Right Overseas Conversion Rate less such number of Performance Rights Shares as is equal in value to the Withholding Tax Amount calculated by reference to the Company VWAP with an applicable date of the day prior to such issue ("Net Performance Rights Shares"); and

DocuSign Envelope ID: 476B7EE6-DB4D-4FA9-9B7F-BA346F8FBA9A

Omni Bridgeway Limited ABN 45 067 298 088 omnibridgeway.com

For personal use only

5.1.3 upon issue of the Performance Rights Share the Company shall either give ASX a notice that complies with section 708A(5)(e) of the Corporations Act or lodge a prospectus with ASIC that qualifies the Performance Rights Shares issued upon exercise of the Vested Performance Right for resale under section 708A(11) of the Corporations Act.

6. Employee Share Trust

1. An applicable Participant may at any time during which the trustee of the Employee Share Trust holds Performance Rights Shares on trust for the Participant, by giving notice in writing to the trustee, require the trustee to transfer the applicable Performance Rights Shares to him, her or it.
2. Any dividend received by the trustee of the Employee Share Trust in respect of Performance Rights Shares it holds shall be held exclusively for each applicable Participant and shall be paid by electronic transfer to such Participant without undue delay.

7. Ranking and listing

1. A Performance Right has no voting or dividend rights.
2. A Performance Right may not be listed for quotation on any stock exchange.
3. Performance Rights Shares will, from the date of allotment, rank equally with all other issued Shares, will carry the same voting rights as other issued Shares, and will be entitled in full to those dividends which have a record date for determining entitlements after the date of issue.
4. The Company will use its best endeavours to obtain official quotation of all Performance Rights Shares on ASX.

8. Forfeiture and Cessation as an Eligible Participant Lapse of a Performance Right

8.1 A Performance Right lapses in the case of an unvested Performance Right, on the earlier of:

1. the date of the issue of a Lapse Notice; or
2. otherwise in accordance with Terms 8.2, 8.3 9 or 10.1 of these Terms and Conditions.

Fraudulent or dishonest action or resignation

8.2 Unless the Remuneration Committee resolves otherwise, where, in the opinion of the Remuneration Committee, the Participant ceases to be an Eligible Participant due to:

1. acting or having acted fraudulently or dishonestly;
2. being guilty of gross misconduct;

DocuSign Envelope ID: 476B7EE6-DB4D-4FA9-9B7F-BA346F8FBA9A

Omni Bridgeway Limited ABN 45 067 298 088 omnibridgeway.com

For personal use only

1. providing notice of his or her resignation (other than with the agreement of the relevant Group Company) or is given notice of termination of employment by the relevant Group Company; or
2. being in breach or having breached any of his or her obligations to the Company,

(a "Bad Leaver"),

any unvested Performance Rights held by the Bad Leaver will automatically lapse with effect from the date the Bad Leaver ceased being an Eligible Participant.

Ceasing to be an Eligible Participant

8.3 If a Participant, the Eligible Participant ceases to be an Eligible Participant due to:

1. his or her death or total and permanent disability;
2. his or her bona fide redundancy;
3. his or her bona fide retirement;
4. his or her termination of employment, office or contract, in each case, by agreement with the relevant Group Company;
5. any reason other than a reason specified in Term 8.2; or
6. a reason specified in Term 8.2, where the Remuneration Committee has determined to exercise its discretion to not apply such Term,

(a "Good Leaver"),

the unvested Performance Rights issued in respect of a Performance Period which has concluded but for which the Remuneration Committee has not made a determination pursuant to Term 4 as to whether such Performance Rights have vested, will not lapse prior to such determination being concluded. In respect of all other unvested Performance Rights held by the Good Leaver, the Remuneration Committee may at any time exercise its discretion to do one or more of the following:

1. permit unvested Performance Rights held by the Good Leaver to vest; or
2. permit such unvested Performance Rights held by the Good Leaver to continue to be held by the applicable holder save that any Performance Condition associated with continued employment shall be deemed to be satisfied in circumstances where any of the other Performance Conditions become satisfied in whole or in part;

in each case, up to a Maximum Good Leaver Proportion of such Participant's unvested Performance Rights.

DocuSign Envelope ID: 476B7EE6-DB4D-4FA9-9B7F-BA346F8FBA9A

Omni Bridgeway Limited ABN 45 067 298 088 omnibridgeway.com

For personal use only

In the event of the death of the Good Leaver, his or her personal representatives or successor in title shall be entitled to benefit from any exercise of the above discretionary powers by the Remuneration Committee.

Absent any exercise of the above discretionary powers by the Remuneration Committee, all unvested Performance Rights held by a Good Leaver, shall lapse automatically upon the Good Leaver ceasing to be an Eligible Participant or in the event of the death of the Good Leaver, 15 Business Days after such death.

9. MALUS AND CLAWBACK Malus

9.1 The Remuneration Committee may determine in its absolute discretion that a Participant, has, whether alone or in conjunction with others:

9.1.1 wilfully or deliberately engaged in conduct which:

1. was fraudulent or dishonest in connection to the business of a Group Company; or
2. has resulted in material:
3. 1. reputational damage to any Group Company; or
   2. misstatements or omissions in the financial statements of the Company,

save where such conduct was in compliance with the Group's risk management processes, procedures and authorisations as in force at the applicable time;

1. committed gross misconduct; or
2. been convicted of an offence or has an adverse judgement entered against them in connection with the affairs of any Group Company which is of a serious nature,

(each a Malus Event).

9.2 Where the Remuneration Committee has determined that a Participant has engaged in a Malus Event, the Remuneration Committee may take any action it considers appropriate with respect to the unvested Performance Rights held by the relevant Participant, including declaring:

1. such Performance Rights to immediately lapse; and/or
2. the applicable terms and conditions, including the Performance Conditions, to be amended in such manner as the Remuneration Committee may determine in its absolute discretion.