20974 29Metals AR23 WEB V1 - Flipbook - Page 134
29Metals 2023 Annual Report
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Directors’ Report continued
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29Metals Appendix 4E and Annual Financial Report for 29Metals Limited and its Controlled Entities for the year ended 31 December 2023
Directors’ Report
Remuneration Report
reporting in this Remuneration Report eg, the remuneration table in section 8) materially exceeds the face value of the shares acquired under the NED
Share Plan.
5.5 NED equity participation
The Board recognises the importance of Directors holding 29Metals shares to enhance alignment with the interests of shareholders.
The Board has established the 29Metals NED Share Plan. The plan, approved by shareholders at the Company’s 2022 AGM, covers the issue of fully paid
ordinary 29Metals shares to eligible NEDs over the period 2022, 2023 and 2024, including any eligible NEDs appointed after the 2022 AGM over the
period 2022, 2023 and 2024. Shareholder approval of the NED Share Plan expires May 202 .
Any EMR Nominee Director who is an employee of EMR Capital is not eligible to participate in the NED Share Plan on the basis that Director’s fees for
relevant persons are paid to EMR Capital. Executive Directors, such as the Managing Director CEO, are also not eligible to participate in the NED Share
Plan.
nder the NED Share Plan, 40,000 on a pre tax basis) of each participating NED’s Director’s fees per annum will be delivered in the form of new fully
paid 29Metals ordinary shares. Shares issued under the NED Share Plan are issued to participating NEDs on a quarterly basis pro rata), generally in April,
August, November and February. 12
The number of shares issued to participating NEDs under the NED Share Plan is calculated by applying the
AP for 29Metals shares trading on the AS
for the period of three months ending on the day before the date of issue. Applying the
AP over the three month period creates a continuous
exposure for participating NEDs in the performance of 29Metals’ share price.
Shares issued to participating NEDs under the plan are sub ect to
▪
for continuing NEDs, a two year trading loc commencing on the date of issue and
▪
in the case of a participating NED who ceases to be a Director before the end of a relevant holding loc , a trading loc ending on the earlier of two
years after the date of issue and the first anniversary of the date on which the Director ceases to hold office.
On the basis that the NED Share Plan is intended to operate as a salary sacrifice arrangement, shares issued to participating NEDs are not sub ect to
performance conditions.
During 2023, and up to the date of this report
and
▪
the Directors participating in the NED Share Plan are Ms Robertson, Ms McGill, Mr Alciaturi and Ms Brown
▪
there were four issues of shares under the NED Share Plan which occurred as set out as follows refer to notes in section .4 for detail of shares
issued individually to each participating NED)
an issue of an aggregate 24,429 shares to participating NEDs in February 2023 following release of the Company’s Consolidated Annual
Financial Report for the year ended 31 December 2022
13
an issue of 29,748 shares to each participating NEDs in June 2023 following release of the Company’s quarterly report for the quarter ended
30 March 2023
an issue of 47,339 shares to each participating NEDs in October 2023 following release of the Company’s
Consolidated Financial Report for the six months ended 30 June 2023 and
an issue of ,749 shares to each participating NEDs in November 2023 following release of the Company’s
quarterly report for the quarter ended 30 September 2023.
Further information
regarding the ĨĂŝƌǀĂůƵĞ
calculated for shares
issued to eligible NEDs
under the NED Share Plan
is set out in the notes to
the table in section .4.
The final issue of shares to participating NEDs under the NED Share Plan for 2023 is expected to occur shortly following release
of the Company’s Annual Financial Report for the year ended 31 December 2023.
6. KMP equity interests
6.1 Minimum shareholding policy
The Directors consider that maintaining alignment with the interests of the Company’s shareholders is advanced by KMPs acquiring and holding a
meaningful shareholding in the Company. Accordingly, the Company has a minimum shareholding requirement whereby all KMPs are required to acquire
and hold 29Metals shares over a defined period after their respective appointment as a KMP.
…
n the case of Ms Brown, an eligible NED for the purposes of the NED Share Plan, 29Metals is required to withhold tax from the fees applied to acquire shares because Ms Brown is a
non resident for Australian income tax purposes.
13 Mr O’Connor is eligible to participate in the NED Share Plan on the basis that he is not an employee of EMR Capital. However, Mr O’Connor has elected not to participate in the NED
Share Plan at this time on the basis that he holds direct or indirect interests in 29Metals shares which, in the aggregate, exceed the Board’s minimum shareholding policy for Non executive
Directors.
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