Appendix 3Y Change of Director's Interest Notice

Rule 3.19A.2

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.

Introduced 30/09/01 Amended 01/01/11

Name of entity PROGRAMMED MAINTENANCE SERVICES LIMITED ABN 61 054 742 264

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director

CHRISTOPHER GLEN SUTHERLAND

Date of last notice

28 JULY 2016

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest

Direct Interest

Nature of indirect interest (including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

N/A

Date of change

28 July 2017

No. of securities held prior to change

Direct:Performance Rights

2013 Award 160,000 Performance Rights Issue Date: 9 August 2013

Vesting Date: 1 July 2017

2014 Award 150,000 Performance Rights Issue Date: 31 July 2014

Vesting Date: 1 July 2018

2015 Award 170,000 Performance Rights Issue Date: 31 July 2015

Vesting Date: 1 July 2019

2016 Award 300,000 Performance Rights Issue Date: 28 July 2016

Vesting Date: 1 July 2020

Fully Paid Ordinary Shares:

Christopher Sutherland 90,090

Indirect:

Fully Paid Ordinary Shares:

Sutho One Pty. Ltd. (Sutho One

Superannuation Fund Account) 305,969

Sutho One Pty. Ltd. (The

Sutherland Family Account) 342,100

CPU Share Plans Pty Ltd 77,853

Total 725,922

Class

Performance Rights

Number acquired

300,000

Number disposed

2013 Award 160,000 Performance Rights Issue Date: 9 August 2013

Vesting Date: 1 July 2017

Value/Consideration

Note: If consideration is non‐cash, provide details and

Nil

estimated valuation

No. of securities held after change

Direct:Performance Rights

2014 Award 150,000 Performance Rights Issue Date: 31 July 2014

Vesting Date: 1 July 2018

2015 Award 170,000 Performance Rights Issue Date: 31 July 2015

Vesting Date: 1 July 2019

2016 Award 300,000 Performance Rights Issue Date: 28 July 2016

Vesting Date: 1 July 2020

2017 Award 300,000 Performance Rights Issue Date: 28 July 2017

Vesting Date: 1 July 2021

Indirect:

Fully Paid Ordinary Shares:

Sutho One Pty. Ltd. (Sutho One

Superannuation Fund Account) 396,059

Sutho One Pty. Ltd. (The

Sutherland Family Account) 342,100

CPU Share Plans Pty Ltd 77,853

Total 816,012

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Acquisition

The Performance Rights have been issued in accordance with Mr Sutherland's Executive Services Agreement, which includes a "Long Term Incentive Plan" (approved by shareholders at the 2017 AGM), which takes the form of an issue of Performance Rights. Each Performance Right carries a right to one fully paid ordinary share.

The issue of an additional 300,000 Performance Rights under the Managing Director's Long Term Incentive Plan has been approved by Shareholders at the 2017 Annual General Meeting.

The ability of Mr Sutherland to exercise the Performance Rights referred to above is subject to the rules of the Managing Director's Long Term Incentive Plan and satisfaction of the performance criteria that is based on:

(a) Performance criteria 1: Total Shareholder Return (TSR)

Half (1/2) of the Performance Rights, 150,000, will vest based on the Company's performance by reference to the TSR over the Performance Period when compared with the TSR for each company in a group of peer companies. The peer group of companies comprises the companies listed in the S&P/ASX 300 (ranked by market capitalisation) after excluding resource companies, banks and listed property trusts. A peer company continues to be included in the comparator group for the entire Performance Period, except where the company is delisted due to takeover or merger. New entrants into the ASX300 during the Performance Period are excluded.

The Company's performance ranking within that group of peer companies at the end of the relevant Performance Period determines the number of TSR Performance Rights that will vest, as follows:

Performance Criteria

TSR Performance Rights vesting

TSR below 40th percentile

None vest

TSR between 40th and 75th percentile (inclusive)

TSR 2017 Performance Rights that vest to be determined on a straight line escalation from the 40th percentile (0% vest) to the 75th percentile (100% vest)

TSR above 75th percentile

100% of TSR 2017

Performance Rights vest

Programmed Maintenance Services Limited published this content on 28 July 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 July 2017 04:27:02 UTC.

Original documenthttps://www.programmed.com.au/media/66481/40-change-in-directors-interest-notice-chris-sutherland.pdf

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