Mayfield : Employee Share Option Plan

For personal use only

22 March 2022

ASX Announcement

EMPLOYEE SHARE OPTION PLAN

The Board of Mayfield Group Holdings Limited (Mayfield) has adopted an Employee Share Option Plan.

The Employee Share Option Plan document is attached.

On 22 March 2022, the Board issued the following options to 14 employees. No options have been issued to directors of Mayfield.

This announcement was authorised by the Mayfield CEO, Jon Hobbs.

Further Information:

Jon Hobbs, Managing Director

Mayfield Group Holdings Limited

T: +61 8 8169 1070

For personal use only

EMPLOYEE SHARE OPTION PLAN

BACKGROUND

The purpose of the Mayfield Group Holdings Limited Employee Share Option Plan is to:

1. encourage participation by Eligible Employees in the Company through Share ownership; and
2. attract, motivate and retain Eligible Employees.

TERMS AND CONDITIONS

The terms and conditions of the Mayfield Group Holdings Limited Employee Share Option Plan are as follows:

1. DEFINITIONS

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691, or if the context so requires, one or more of its Related Bodies

Corporate.

ASX Market Rules means the ASX Market Rules as published by the ASX, as amended from time to time.

Board means the board of directors of the Company.

Business Day has the meaning given to that term in the Listing Rules.

Change of Control Event means a person, or a group of associated persons, becoming entitled to sufficient Shares to give that person or those persons the ability, in general meeting, to replace all or a majority of the Board.

Class Order means ASIC CO 14/1000.

Company means Mayfield Group Holdings Limited ACN 010 597 672 and any of its controlled entities.

Corporations Act means the Corporations Act 2001 (Cth)

Eligible Employee means any person employed on a full-time basis by the Company and whom the Board determines is eligible to participate in the ESOP.

Employee Share Option Plan means the Mayfield Group Holdings Limited Employee Share Plan constituted by these terms and conditions.

ESOP means Employee Share Option Plan.

Exercise Notice means a notice substantially in the form of Schedule 1.

Exercise Period means, in respect of a grant of Options, the period commencing on the Vesting Date and ending on the Expiry Date, other than each period of six weeks prior to and including the date on which the Company lodges its half-year report or preliminary final report with ASX for release to the market.

Exercise Price means, subject to the Listing Rules and clause 8 and 10:

For personal use only

EMPLOYEE SHARE OPTION PLAN

1. in relation to all Options, the price determined by the Board on or before the date on which the Options are offered under clause 3, provided that:
2. 1. the price determined by the Board must be equal to or greater than the greater of:
   2. 1. the closing share price for the Shares, as published by ASX after close of the market on the trading day immediately preceding the date the Options are offered under clause 3; and
      2. the volume weighted average market price for sales of the Shares on ASX over the twenty Business Days prior to the date on which the Options are offered under clause 3; and
   3. in default of the Board determining the price, it shall be an amount equal to the greater of:
   4. 1. the closing share price for the Shares, as published by ASX after close of the market on the Business Day immediately preceding the date the Options are offered under clause 3; and
      2. the volume weighted average market price for sales of the Shares on ASX over the twenty Business Days prior to the date on which the Options are offered under clause 3.

Expiry Date means, in relation to an Option, the earlier of:

1. five years after the Issue Date of the Option; and
2. the date on which the Option Holder of the Option ceases to be an employee of the Company or any of its subsidiaries, other than as a result of the death of the Option Holder or such later date as the Board in its absolute discretion determines on or before the date the Option Holder ceases to be an employee of the Company or any of its subsidiaries.

Issue Date means the date on which an Option is issued by the Company as set out in the Option Certificate for

the Option.

Listing Rules means the official listing rules of ASX, as amended from time to time.

Offer Document means an offer document in the form set out in Schedule 2, or such form as prescribed by the Corporations Act or the Class Order.

Option Certificate means the certificate issued by the Company to an Option Holder setting out the number of Options issued to the Option Holder, the Issue Date, the Exercise Price and the Exercise Period relating to those Options.

Option Holder means the person registered in the Company's register of option holders as the holder of

Options.

Options means options over unissued Shares issued pursuant to this ESOP.

Related Body Corporate has the meaning given to that term by the Corporations Act.

Shares means fully paid ordinary shares in the capital of the Company, or the ordinary shares into which fully paid ordinary shares are reconstructed from time to time.