the process for making and accepting Offers (Part A);

the type of securities that may be offered (being Rights and Restricted Shares) (Part B); and

the general terms and conditions that apply to Incentive Securities (Part C).

Offers of Incentive Securities

Board to make invitations

The Board may, from time to time, in its absolute discretion invite Eligible Employees to participate in a grant of Incentive Securities (Offer).

Offers will be made on the terms set out in these Rules and/or on any additional or alternative terms as the Board determines, as specified in the terms of an Offer.

Information to be provided to Participants

the type and number of Incentive Securities being offered, or the method by which the number will be calculated;

the amount (if any) that will be payable for the grant of Incentive Securities;

any Vesting Conditions or other conditions that apply, including any Vesting Period;

where a Right will be exercisable, information relating to the exercise of a Right, including any exercise price payable and the period(s) during which it may be exercised;

the circumstances in which Rights may lapse, Shares (including Restricted Shares) allocated under these Rules may be forfeited or a Participant’s entitlement to Incentive Securities may be reduced;

how Incentive Securities may be treated if the Eligible Employee ceases employment with a Group company; and

any restrictions (including the period of restriction) on Dealing in relation to a Restricted Share or Share allocated to the Eligible Employee under these Rules.

Acceptance of Offer

Acceptance of an Offer must be made by the Eligible Employee in accordance with the instructions that accompany the Offer, or in any other way the Board determines.

Nothing limits the Board’s ability to treat the conduct of an Eligible Employee in respect of an Offer (including the failure of an Eligible Employee to lodge an election not to participate within the time specified in the instructions accompanying the Offer) as valid acceptance of that Offer under these Rules.

The Board may revoke an Offer given to an Eligible Employee prior to the date specified for the acceptance of the Offer or the grant being made, whichever is later, and such Offer will be deemed never to have been made.

Offer terms and conditions take precedence

Rights

Grant

Where an Eligible Employee has accepted an Offer to participate in a grant of Rights in accordance with rule 1.3(a), the Board will, subject to its discretion under rule 1.1(a), grant Rights to the Eligible Employee.

Unless the Board determines otherwise:

no payment is required for the grant of a Right; and

Rights may not be registered in any name other than that of the Eligible Employee.

Subdivision 83A-C of the Tax Act applies to the Rights (subject to the requirements of the Tax Act).

Vesting

Subject to any express rule to the contrary, a Right will only Vest (and if applicable, become exercisable) where each Vesting Condition, and all other relevant conditions advised to the Participant by the Board pursuant to rule 1.2, have been satisfied or otherwise waived by the Board.

Vesting occurs upon notification from the Company to the Participant that a Right has Vested pursuant to this rule 2.2.

Where the Board notifies a Participant that a Right is exercisable, the exercise of the Right will be effected in the form and manner determined by the Board and notified to the Participant. If an exercisable Right is not exercised (or otherwise surrendered by the Participant) by the end of the exercise period or expiry date specified in the terms of an Offer, the Right will be automatically exercised on that date.

If the Vesting or exercise of a Right would arise in a period where Dealings by a Participant would be prohibited or the Board determines that the Vesting of a Right would otherwise be inappropriate in the circumstances, the Board may determine that Vesting or exercise will be delayed until such time as Dealings are permitted or appropriate. For the avoidance of doubt, the Board may determine that Vesting or exercise will be delayed only in relation to the affected Participant or in relation to some or all Participants (irrespective of whether they are subject to the Dealing restriction).

At the time an Offer is made or at any time prior to Vesting or exercise (if applicable) of the Right, the Board may determine that the Vesting (and if applicable, exercise) of some or all Rights will be satisfied by:

an allocation of Shares; and/or

making a cash payment under rule 2.4 (instead of an allocation of Shares).

In the case of a Participant who is a US taxpayer, the Board shall not exercise any power or discretion under these Rules in a manner that would cause a payment or transfer of Shares to occur later than 15 March following the taxable year in which vesting occurred.

Allocation

Subject to rules 2.3(b) and 2.3(c), where Vesting (and if applicable, exercise) of a Right will be satisfied by an allocation of Shares under rule 2.2(e), as soon as practicable following Vesting (and if applicable, exercise) of a Right, the Board must issue to, procure the transfer to, or procure the setting aside for, the Participant the number of Shares in respect of which Rights have Vested or have been exercised (as applicable). No further action is required on the part of the Participant.

In the case of Rights held by or on behalf of a Participant who is a Director, Vested (and if applicable, exercised) Rights must be satisfied by Shares that have been purchased on market, unless:

no shareholder approval is required under the Listing Rules in respect of the Director’s participation in the Offer; or

shareholders have approved the Director’s participation in the Offer to the extent required under the Listing Rules.

If the allocation of a Share would arise in a period where Dealings by a Participant would be prohibited or the Board determines that the allocation of a Share would otherwise be inappropriate in the circumstances, the Board may determine that allocation will be delayed until such time as Dealings are permitted or appropriate.

Payment of cash equivalent

Where the Board determines under rule 2.2(e) to make a cash payment to a Participant in lieu of an allocation of Shares, the Company must pay to the Participant an amount in Australian dollars (or any other currency determined by the Board in its absolute discretion) equivalent to the value of the Shares underlying the relevant Rights that the Board determines will be settled by making a cash payment.

The amount of the cash payment referred to in rule 2.4(a) will be calculated by multiplying the number of Shares underlying the Rights that the Board determines will be settled by making a cash payment by the Current Market Price.

If the Board determines that the payment under rule 2.4(a) is to be made in a currency other than Australian dollars, unless the Board determines otherwise, the foreign exchange rate applied will be the average closing exchange rate of the relevant currency for the 5 days prior to the date of Vesting (or, if applicable, exercise).

Lapse or automatic exercise of Rights

A Right will lapse upon the earliest to occur of:

15 years after the date on which the Right was allocated to the Participant, or any date specified as the expiry date in in the Offer, other than a Vested but unexercised Right which will be automatically exercised on the applicable expiry date;

the Right lapsing in accordance with a provision of these Rules (including in accordance with a term of an Offer);

failure to meet a Vesting Condition or any other condition applicable to the Right within the Vesting Period; or

the receipt by the Company of a notice in writing from a Participant to the effect that the Participant has elected to surrender the Right.

Restricted Shares

Allocation

After an Eligible Employee has accepted an Offer to participate in a grant of Restricted Shares in accordance with rule 1.3(a), the Board must, subject to its discretion under rule 1.1(a) and rule 3.1(b), allocate the Restricted Shares in accordance with any timeframe specified in the Offer by either:

issuing Restricted Shares to;

procuring the transfer of Restricted Shares to; or

procuring the setting aside of Restricted Shares for,

If the allocation of a Restricted Share would arise in a period where Dealings by a Participant would be prohibited or the Board determines that the allocation of a Restricted Share would otherwise be inappropriate in the circumstances, the Board may determine that allocation will be delayed until such time as Dealings are permitted or appropriate. For the avoidance of doubt, the Board may determine that allocation will be delayed only in relation to the affected Participant or in relation to some or all of Participants (irrespective of whether they are subject to the Dealing restriction).

Unless the Board determines otherwise:

no payment is required for the grant of a Restricted Share; and

Restricted Shares may not be registered in any name other than that of the Eligible Employee, or the Trustee.

Cessation of restrictions

Subject to any express rule to the contrary, a Share only ceases to be a Restricted Share (i.e. Vests) where:

the Vesting Period and each other relevant condition (including all Vesting Conditions) advised to the Participant by the Board pursuant to rule 1.2 have been satisfied or otherwise waived by the Board; and

the Company notifies the Participant that the restrictions in respect of the Restricted Share have ceased or no longer apply.

Subject to the terms of an Offer and the Securities Dealing Policy, when a Share ceases to be a Restricted Share, all restrictions on disposing of, or otherwise Dealing with, that Share, as set out in these Rules or the terms of an Offer, will cease.

If the Vesting of a Restricted Share would arise in a period where Dealings by a Participant would be prohibited or would otherwise be inappropriate in the circumstances, the Board may determine that Vesting will be delayed until such time as Dealings are permitted or appropriate. For the avoidance of doubt, the Board may determine that Vesting will be delayed only in relation to the affected Participant or in relation to some or all Participants (irrespective of whether they are subject to the Dealing restriction).

Unless provided otherwise in the terms of an Offer, when a Share that is held by the Trustee on behalf of a Participant ceases to be a Restricted Share, the Trustee will continue to hold the Share on trust on behalf of the Participant until such time as the Participant, or the Company on behalf of the Participant, directs the Trustee to:

transfer the Share:

into the Participant’s name or:

to another account the Participant nominates; or

to an account to be held on the Participant’s behalf; or

sell the Share and pay the proceeds of sale (net of any applicable brokerage, commission, stamp duty or other transaction costs) to the Participant.

Forfeiture of Restricted Shares

the Restricted Share being forfeited in accordance with a provision of these Rules (including in accordance with a term of an Offer);

the failure to meet a Vesting Condition or any other condition applicable to the Restricted Share within the Vesting Period; or

the receipt by the Company of a notice in writing from a Participant to the effect that the Participant has elected to surrender the Restricted Share.

Prohibited Dealings

Subject to the Securities Dealing Policy, any Dealing in respect of an Incentive Security prior to Vesting is prohibited unless:

the Board determines otherwise; or

the Dealing is required by law and the Participant has provided satisfactory evidence to the Company of that fact.

Where, in the opinion of the Board, a Participant Deals with a Right in contravention of rule 4(a), the Right will immediately lapse.

Where, in the opinion of the Board, the Participant (or the Trustee at the Participant’s direction) Deals with a Restricted Share in contravention of rule 4(a), the Restricted Share is deemed to immediately be forfeited.

The Board may, at its discretion, impose restrictions on Dealing in respect of any Shares allocated under these Rules (including upon Vesting or exercise of Rights or at the request of a Participant) and may implement any procedure it considers appropriate to enforce such restrictions. Where a Participant requests that the Board impose restrictions on Dealing in respect of any Shares, the Board has the discretion to accept or reject such a request.

Preventing inappropriate benefits

The Board may do any of the things in rule 5(b) where, in the opinion of the Board:

a Participant:

has acted fraudulently or dishonestly;

has engaged in gross misconduct;

has engaged in an act which has brought the Company, the Group or any Group company into disrepute or may negatively impact the Company’s, Group’s or any Group company’s reputation in a material way;

has breached their duties or obligations to the Company or any Group company (including acting in breach of the terms and conditions of their employment or the Group’s Code of Conduct);

owes money or a debt to the Company or a Group company and has not otherwise agreed to an alternative arrangement with the Company or Group company (as applicable) to settle the debt owed; or

is convicted of an offence or has a judgment entered against them in connection with the affairs of the Group; or

there is a Financial Misstatement Circumstance;

a Participant’s Incentive Securities Vest or may Vest as a result of the fraud, dishonesty, negligence or breach of duties or obligations of any other person (including a breach by that person of the terms and conditions of their employment or the Group’s Code of Conduct) and in the opinion of the Board, the Incentive Securities will not or would not have otherwise Vested; or

a significant unexpected or unintended consequence or outcome has occurred which impacts the Group or a Group company, including where the original expected performance outcomes which the Incentive Securities were intended to promote have not been realised; or

the Company (or another Group company) is required or entitled to reclaim remuneration from a Participant or reduce a Participant’s remuneration outcome under one or more of the following:

law;

regulation, including a direction or guidance from a regulator;

contract; or

Company or Group policy (as amended from time to time); or

Vesting of some or all of the Participant’s unvested Incentive Securities is not justified or supportable, having regard to any one or more of the following:

the personal performance and/or conduct of a Participant;

the performance of the business unit or function in which the Participant is employed or for which they have accountability, or which is relevant in relation to the Participant’s role;

the performance of the Group; or

any other factor which the Board reasonably determines is appropriate to take into account in relation to the Participant’s entitlements under these Rules; or

any additional circumstances specified in an Offer,

The Board may determine that any or all of the following occur:

some or all of the following held by or on behalf of the Participant:

unvested Rights;

Vested but unexercised Rights; and/or

Shares (including Restricted Shares) allocated under these Rules,

a Participant must pay or repay (as the case may be) to the Company as a debt:

all or part of the net proceeds of sale where Shares allocated under these Rules have been sold;

any cash payment received under these Rules; and/or

any dividends or distributions received in respect of Shares allocated under these Rules; and/or

the restrictions on disposing or otherwise Dealing with a Participant’s Restricted Shares are extended.

In circumstances where:

the Board is considering the application of this rule 5; or

a Participant is under investigation by the Group, a Group company or an external third party (including a regulator); or

such other circumstances specified in an Offer,

the Vesting, exercise and/or allocation of a Participant’s Incentive Securities be delayed or suspended (as appropriate) until such time as the Board determines (including until the final conclusion of any investigation under rule 5(c)(2)); or

the restrictions on disposing or otherwise Dealing with a Participant’s Restricted Shares are extended.

The Board may specify in an Offer additional circumstances in which a Participant’s entitlement to Incentive Securities or Shares or cash received on vesting of Incentive Securities may be reduced or extinguished.

Discretion regarding vesting

the personal performance of a Participant;

the performance of the division or function in which the Participant is employed or for which they have accountability, or which is relevant in relation to the Participant’s role;

the performance of the Group or any Group company; and

any other factor which the Board reasonably determines is appropriate to take into account in relation to the Participant’s Incentive Securities.

Forfeiture of Shares

Where Shares (including Restricted Shares) are forfeited in accordance with these Rules and the Shares are held by the Participant, the Participant is deemed to have agreed to dispose of their legal and/or beneficial interest (as appropriate) in such Shares for nil consideration and the Shares will be transferred into the name of the Company’s nominee who will then hold full legal and beneficial title to those Shares.

Where Shares (including Restricted Shares) are forfeited in accordance with these Rules and the Shares are held by the Trustee, the Participant’s rights in the Shares will be extinguished for total aggregate consideration of A$1.00. Forfeited Shares held by the Trustee will be held as general trust property in accordance with the terms of the Trust Deed and the Board may, at any time in the future, direct the Trustee to hold the Shares for the benefit of a different or new Participant.

Cessation of employment

Board discretion on cessation

Subject to rules 8.1(b) and 8.1(c), unless the Board determines otherwise, either prior to or within 60 days of the Participant ceasing to be an employee of the Group, any unvested Incentive Securities will remain on foot and will not Vest or lapse as a result of the Participant ceasing employment. These Rules and the relevant conditions advised to the Participant by the Board pursuant to rule 1.2 (including any Vesting Conditions) will continue to apply as though the Participant had not ceased employment.

The Board, in its discretion, may determine that some or all of a Participant’s unvested Incentive Securities, as applicable:

lapse;

are forfeited;

Vest (immediately or subject to conditions);

are only exercisable for a prescribed period and will otherwise lapse; and/or

are no longer subject to some or any of the restrictions (including any Vesting Condition) that previously applied,

The Board may specify in the Offer to the Participant (in accordance with rule 1.2) how the Participant’s Incentive Securities will be treated on cessation of employment. The applicable treatment may vary depending on the circumstances in which the Participant’s employment ceases. In specifying a cessation treatment to apply to an Offer, the Board may preserve some or all of its discretion under rule 8.1(b).

Notwithstanding anything else in this rule 8, where:

a Participant ceases their employment with a Group company; and

the reason for the cessation is due to the transfer of the Participant’s employment to another Group company or to a joint venture in which a Group company participates,

Post cessation discretions

The Board may exercise the post cessation discretions in rule 8.2(b) in respect of a Participant who has:

ceased to be employed by the Group; and

received or may receive remuneration or favourable treatment under these Rules or any other plan or agreement with the Group in connection with their cessation of employment (including where entitlements Vest or remain on foot after cessation of employment in accordance with their terms),

the Participant has breached a Post Cessation Covenant; or

a change in the Participant’s circumstances since they ceased to be employed by the Group means it is no longer appropriate for the Participant to retain the benefits outlined in rule 8.2(a)(2) above. These circumstances may include, for example, where the Participant commences employment with a Competitor, or where the Participant purported to retire from the workforce and subsequently recommences employment.

For the purposes of rule 8.2(a), the Board may do any one or more of the following:

deem any unvested Incentive Securities of the Participant to have lapsed or be forfeited with effect from the date determined by the Board;

deem all or any Shares (including Restricted Shares) allocated under these Rules that are still held by or on behalf of the Participant, to be forfeited;

where any Shares allocated to a Participant under these Rules (including on Vesting of Incentive Securities) have been sold by or on behalf of the Participant, require the Participant to pay all or part of the net proceeds of that sale to the Company as a debt; and/or

where cash has been allocated to a Participant on Vesting of Incentive Securities, including in the form of a dividend or dividend equivalent payment made under rule 11.2, require the Participant to repay all or part of the cash to the Company as a debt.

Approved leave of absence

Change of Control

Change of Control Events

Where there is a Change of Control Event, the Board may, in its absolute discretion, determine that all or a specified number of a Participant’s Incentive Securities Vest, lapse, be forfeited or cease to be subject to restrictions (as applicable). For the avoidance of doubt:

a Change of Control Event does not include an internal reorganisation of the structure, business and/or assets of the Group; and

subject to rule 9.1(b), if the Board does not make a determination pursuant to this rule 9.1(a), then all of a Participant’s Incentive Securities will remain on foot subject to the original terms of grant.

Without limiting rule 9.1(a), where there is an actual change in the Control of the Company then, unless the Board determines otherwise:

all Restricted Shares will immediately Vest in full and any restrictions on Dealing imposed by the Board cease to have effect; and

all unvested Incentive Securities will immediately Vest or cease to be subject to restrictions (as applicable) on at least a pro-rata basis having regard to the portion of the Vesting Period that has elapsed.

Any unvested Incentive Securities that do not Vest under rule 9.1(a) or 9.1(b) will lapse, unless the Board determines a different treatment.

Notwithstanding the default treatment set out in these Rules, the Board may specify in the Offer to the Participant (in accordance with rule 1.2) a particular treatment that will apply to unvested Incentive Securities in the context of a Change of Control Event or other change of Control.

Notification of Vesting

Treatment of Vested Incentive Securities

The Board has the discretion to determine the treatment of all Vested Incentive Securities (including those that Vest in accordance with rule 9.1) where a Change of Control Event occurs.

Without limiting rule 9.3(a), where there is an actual change in the Control of the Company then, unless the Board determines otherwise:

all Vested Rights that are exercisable (where applicable) will be exercisable for a period of 6 months from the actual change in the Control of the Company and will lapse if not exercised within the specified period; and

any restrictions on Dealing imposed by the Board on Vested Incentive Securities will cease to have effect.

Acquisition of shares in Acquiring Company

If:

a company (Acquiring Company) obtains Control of the Company as a result of a Change of Control Event; and

the Company and the Acquiring Company agree,

If rule 9.4(a) applies, the Participant appoints the Company as their agent to do anything needed to give effect to this arrangement, including agreeing to become a member of the Acquiring Company or its parent (as applicable).

Divestment of material business or subsidiary

Where the Company divests a business designated by the Board for this purpose as “material”, the Board may make special rules that apply to some or all of an affected Participant’s Incentive Securities.

Without limiting the Board’s discretion in rule 9.5(a), such rules may include varying the Vesting Condition and/or any other relevant conditions advised to a Participant and deeming that a Participant remains an employee of the Group for a specific period for the purposes of the relevant Offers.

As soon as reasonably practicable after making any special rules under this rule 9.5, the Board will give notice in writing of those special rules to any affected Participant.

Power to adjust Rights

Rights carry no entitlement to participate in new issues of Shares by the Company prior to Vesting and (if applicable) exercise.

Subject to rule 10(c), prior to the allocation of Shares (or payment of an equivalent cash amount) to a Participant upon Vesting or exercise of Rights, the Board may grant additional Rights or make any adjustments it considers appropriate to the terms of a Right granted to that Participant in order to minimise or eliminate any material advantage or disadvantage to a Participant resulting from a corporate action by, or capital reconstruction in relation to, the Company, including but not limited to any return of capital. Adjustments that may be made include adjustments to:

the number of Rights to which the Participant is entitled;

the number of Shares to which the Participant is entitled upon Vesting or exercise;

any amount payable on Vesting or exercise; or

a combination of paragraphs (1), (2) and/or (3) above.

Without limiting rule 10(b), if:

Shares are issued pro rata to the Company’s shareholders generally by way of a bonus issue (other than an issue in lieu of dividends or by way of a dividend reinvestment) involving capitalisation of reserves of distributable profits, Rights will be adjusted in the manner allowed or required by the Listing Rules; or

any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company is effected, Rights will be adjusted in the manner required by the Listing Rules.

Where additional Rights are granted to the Participant under this rule 10, such Rights will be subject to the same terms and conditions as the original Rights granted to the Participant (including without limitation, any Vesting Conditions), unless the Board determines otherwise.

The Board must, as soon as reasonably practicable after making any additional grants or adjustments under this rule 10, give notice in writing to any affected Participant.

Dividends and other rights

Dividends and other rights associated with Shares

Subject to the terms of any Trust Deed (if applicable) or Offer, the following rules apply in respect of Shares allocated to, or on behalf of, a Participant under these Rules (including Restricted Shares allocated under rule 3.1):

the Participant is entitled to receive all dividends and other distributions or benefits payable to the Participant or to the Trustee in respect of the Shares;

the Participant is entitled to exercise, or to direct the Trustee in writing how to exercise, the voting rights attaching to the Shares, either generally or in a particular case;

any bonus shares that are issued in respect of the Shares will be issued to the Participant, or to the Trustee on the Participant’s behalf, and will be held by the Participant or Trustee as Shares subject to the same terms, conditions and restrictions on Dealing (if any) as the Shares in respect of which they were issued; and

if rights arise on a rights issue in respect of the Shares, the Participant may Deal with or exercise those rights, or instruct the Trustee (if applicable) in relation to those rights in accordance with the Trust Deed. If the Shares are held by the Trustee on the Participant’s behalf and the Participant does not instruct the Trustee how to Deal with the rights, the rights will be Dealt with in accordance with the Trust Deed.

Dividend equivalent payments and other rights associated with Rights

Unless or until Shares are allocated to a Participant following Vesting or exercise of their Rights (as applicable), the Participant has no interest in those Shares in respect of which the Right was granted.

Notwithstanding rule 11.2(a), the Board may determine at the time an Offer is made that a dividend equivalent payment may be paid to a Participant who becomes entitled to an allocation of Shares (or equivalent cash amount) following the Vesting or exercise of Rights under that Offer (minus any applicable tax).

A Participant will have no right to receive a dividend equivalent payment in respect of any Rights that lapse under these Rules.

Subject to the terms of any Offer, a dividend equivalent payment:

will only be paid following Vesting or exercise of Rights (as applicable);

will be an amount determined by the Company that will be approximately equal to the amount of dividends that would have been payable to the Participant had they been the owner of the Shares referred to in rule 11.2(b)during the Vesting Period;

may, at the Company’s discretion, be grossed up to reflect any franking credits that would have attached to the dividends, but otherwise will not be grossed up or otherwise adjusted to account for any tax consequences which would have applied if the Participant had actually been paid a dividend; and

may be satisfied through the allocation of Shares or payment of cash.

Withholding

Notwithstanding any other provisions of these Rules, if a Group company, the Trustee or a plan administrator is obliged, or reasonably believes it may have an obligation, as a result of or in connection with any:

grant of Incentive Securities;

allocation of Shares under these Rules; or

payment of any amounts including a cash equivalent amount or a dividend equivalent amount,

income tax or employment taxes under any wage, withholding or other arrangements; or

any other tax, social security contributions or levy or charge of a similar nature,

Where rule 12(a) applies, the relevant Group company, the Trustee or plan administrator is not obliged to grant any Incentive Securities, to allocate Shares or to make a cash payment in accordance with these Rules unless the Company is satisfied that arrangements for payment or reimbursement of the amounts referred to in rule 12(a) have been made. Those arrangements may include, without limitation:

the provision by the Participant of sufficient funds to reimburse the relevant Group company, Trustee or plan administrator for the amount (by salary deduction, reduction of any amount owed by the Group to the Participant or otherwise);

the sale on behalf of the Participant of Shares allocated pursuant to these Rules for payment or reimbursement of these amounts, as well as the costs of any such sale;

a reduction in any amount payable to the Participant in lieu of an allocation of Shares under these Rules;

the Participant forgoing their entitlement to an equivalent number of Shares that would otherwise be allocated to the Participant; or

lapse or forfeiture of a sufficient number of Rights and/or Shares to satisfy the debt the Participant owes to the relevant Group company, Trustee or plan administrator.

Unless the Group company, Trustee or plan administrator (as applicable) and the Participant agree to use a different valuation, any Rights and/or Shares lapsed or forfeited (as applicable) under this rule will be valued at the Current Market Price on the date of lapse or forfeiture.

Any amounts which are paid or payable for the purposes of these Rules are inclusive of the Group’s compulsory superannuation contribution (if applicable).

Amendments

Power to make amendments

Subject to rule 13.2, the Board may at any time by resolution:

amend or add to (amend) all or any of the provisions of these Rules;

amend the terms or conditions of any Incentive Security granted under these Rules; or

suspend or terminate the operation of any incentive plan.

Notwithstanding rule 13.2, the Board may waive, amend or replace any Vesting Condition attaching to an Incentive Security if the Board determines that the original Vesting Condition is no longer appropriate or applicable (including, without limitation, where a Vesting Condition refers to a particular stock market index that is no longer published or there is a corporate action by the Company, including a discounted rights issue, which impacts on the Vesting Condition), provided that the interests of the relevant Participant are not, in the opinion of the Board, materially prejudiced or advantaged relative to the position reasonably anticipated at the time of the grant.

Restrictions on amendments

for the purpose of complying with or addressing present or future laws or regulatory developments that apply to one or more of the following:

the remuneration and benefits of Participants (collectively or individually);

awards of Incentive Securities; and

incentive plans generally;

to correct any manifest error or mistake; or

to take into consideration possible adverse tax implications arising from, amongst others, adverse rulings, changes to tax legislation and/or changes in the interpretation of tax legislation by a court of competent jurisdiction.

Notice of amendment

Participants based overseas

Overseas transfers

some or all of the Participant’s Restricted Shares or Rights will Vest (and if applicable become exercisable) or will be forfeited and replaced with cash or an entitlement to a future cash amount;

some or all of the Participant’s Rights will be settled in cash in lieu of Shares;

some or all of the Participant’s unvested Incentive Securities will be forfeited and replaced with cash or an entitlement to a future cash amount; or

any other treatment that the Board determines will apply in relation to some or all of a Participant’s Incentive Securities,

Non-Australian residents

Miscellaneous

Shares issued under these Rules

Any Shares issued under these Rules will rank equally in all respects with other Shares for the time being on issue by the Company (for example, having rights with respect to voting, dividends and other distributions, and in the event of a winding up of the Company), except

in relation to any rights attaching to such Shares by reference to a record date prior to the date of their issue; or

as provided for in accordance with rule 11.1.

If the Company is listed, the Company will apply for quotation of Shares issued under these Rules within the period required by the Listing Rules.

Rights and obligations of Participants

Unless the subject of an express provision in an employment contract, the rights and obligations of any Participant under the terms of their office, employment or contract with the Group are not affected by their participation in an Offer.

Participation in an Offer does not confer on any Participant any right to future employment and does not affect any rights which any member of the Group may have to terminate the employment of any Participant.

These Rules will not form part of and are not incorporated into any contract of any Participant (whether or not they are an employee of the Group).

The grant of Incentive Securities on a particular basis in any year does not create any right or expectation of the grant of Incentive Securities on the same basis, or at all, in any future year.

No Participant has any right to compensation for any loss in relation to an Offer, including:

any loss or reduction of any rights or expectations under an Offer in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship);

any exercise of a discretion or a decision taken in relation to a grant of Incentive Securities or in relation to these Rules, or any failure to exercise a discretion under these Rules;

the operation, suspension, termination or amendment of these Rules or any incentive plan; or

lapse or forfeiture (as applicable) of any Incentive Securities.

The Participant irrevocably appoints each company secretary of the Company (or any other officer of the Company authorised by the Board for this purpose) as their attorney to do anything necessary to:

allocate Shares to the Participant in accordance with these Rules;

effect a forfeiture of Shares in accordance with these Rules (including rule 6 or the terms of an Offer); and

execute transfers of Shares in accordance with these Rules,

Power of the Board to administer these Rules

These Rules are administered by the Board which has power to:

determine procedures for administration of these Rules consistent with these Rules including to implement an employee share trust for the purposes of delivering and holding Shares on behalf of Participants upon the grant of Restricted Shares or the Vesting (and, if applicable, exercise) of Rights; and

delegate to any one or more persons for such period and on such conditions as it may determine the exercise of any of its powers or discretions arising under these Rules.

Without limiting rule 15.3(a), the Board has delegated authority to the following persons to exercise powers vested in the Board under these Rules as follows:

for an award made to a Participant other than the Company’s Chief Executive Officer and the Senior Executives, authority is delegated to the Company’s Chief Executive Officer; and

for an award made to the Senior Executives, authority is delegated to the Human Resources & Compensation Committee.

Except as otherwise expressly provided in these Rules, the Board has absolute and unfettered discretion to act or refrain from acting under or in connection with these Rules and in the exercise of any power or discretion under these Rules.

Waiver of terms and conditions

Application of constitution of the Company, Corporations Act, and Listing Rules

Notwithstanding any other provision of these Rules, Incentive Securities and Shares will not be allocated, issued, acquired, transferred or otherwise dealt with under these Rules, and no other benefit will be deliverable under these Rules, if to do so would:

contravene the constitution of the Company, the Corporations Act, the Listing Rules, or any other applicable laws (including any applicable foreign law);

give rise to unreasonable cost or regulatory requirements for the Company or any Group company; or

require the Company or any Group company to pay, provide, or procure the payment or provision of, any money or benefits to the Participant which would require shareholder approval under Part 2D.2, Division 2 of the Corporations Act.

For the avoidance of doubt, the Company has no obligation to seek shareholder approval to deliver any benefit under these Rules that cannot be delivered without shareholder approval.

Offers under these Rules must be operated in accordance with the constitution of the Company, the Corporations Act, the Listing Rules and other applicable laws and regulations (Australian or foreign).

Error in Allocation

If any Incentive Security is provided under these Rules in error or by mistake to a person (Mistaken Recipient) who is not the intended recipient, the Mistaken Recipient will have no right or interest, and will be taken never to have had any right or interest in, that Incentive Security and the Incentive Security will immediately lapse or be forfeited (as applicable).

If any cash payment is paid under these Rules in error or by mistake to a person who is not the intended recipient (Mistaken Recipient), the Mistaken Recipient will have no right to retain that cash payment and the Company may take whatever steps it deems reasonably necessary to seek repayment of that cash payment as a debt.

Dispute or disagreement

Communication

Data protection

Subject to any applicable laws, by participating in an Offer, the Participant consents to the holding and processing of personal data provided by the Participant to the Group, a plan administrator or the Trustee, for all purposes with regard to the operation of these Rules. These include, but are not limited to:

administering and maintaining Participant records;

providing information to the Trustee, registrars, brokers, printers or third party plan administrator;

providing information to any regulatory authority (including the Australian Tax Office) where required under law; and

providing information to future purchasers of a Group company or the business in which the Participant works.

The Participant acknowledges that the Group, the plan administrator and/or the Trustee may be required or authorised to collect the personal data under laws including the Tax Act, the Taxation Administration Act 1953 (Cth) and the Corporations Act, and that limited details about shareholders are available to members of the public on request. The Participant has reviewed the Privacy Policy, and acknowledges that the Privacy Policy applies to the Group’s handling of their personal data, and contains further details about the countries to which personal data may be disclosed, requesting access to and updating of personal data and how to raise queries and concerns.

Without limiting rules 15.9(a) or 15.9(b), by allowing the Company to grant Incentive Securities under these Rules, the Participant agrees, subject to rule 15.9(d):

the tax file number (TFN) they have provided to the Group as an employee of the Group (where applicable) being provided to any plan administrator, as agent for the Company and also as administrator of these Rules; and

their TFN (where applicable) being provided to the Australian Taxation Office and any other regulatory authorities as permitted under law.

Rule 15.9(c) is voluntary and the Participant should notify the Company if they wish to withdraw agreement to that rule at any time. Participants who do not agree to that rule may be subject to withholding tax deductions under the Taxation Administration Act 1953 (Cth).

Tax

Laws governing these Rules

Definition and Interpretation

Definitions

Term

Acquiring Company

ASX

Board

Change of Control Event

Takeover Bid for Shares; or

other transaction, event or state of affairs,

Code of Conduct

Company

Competitor

Control

Corporations Act

Current Market Price

Deal or Dealing

a sale, transfer, assignment, encumbrance, option, swap, or any other alienation of all or any part of the rights attaching to the Incentive Security or Share;

any attempt to do any of the actions set out in paragraph (a) above; and

any hedging (including any dealing with a derivative instrument) intended to “lock in” a profit relating to an Incentive Security, and any other transactions in financial products that operate to limit the economic risk associated with holding an Incentive Security

Director

Eligible Employee

Financial Misstatement Circumstance

Group

Group company

Incentive Security

Listing Rules

Offer

Participant

Post Cessation Covenant

a restriction or undertaking owed to the Group in connection with the Participant’s former employment with the Group; or

any compromise or contractual arrangement in relation to the cessation of the Participant’s employment with the Group.

Privacy Policy

Related Body Corporate

Restricted Share

Right

Rules

Securities Dealing Policy

Senior Executives

Share

subsidiary

Takeover Bid

Tax

Tax Act

Trust Deed

Trustee

Vest or Vesting

in the case of a Right, exercise the Right (if applicable) or be allocated a Share (or equivalent cash payment) in accordance with rules 2.2 and 2.3;

in the case of a Restricted Share, have all restrictions on disposing of or otherwise Dealing with the Restricted Share cease in accordance with rule 3.2 (other than any additional restrictions imposed by the Board under rule 4(d)),

Vesting Condition

Vesting Period

Interpretation

headings are for convenience only and do not affect the interpretation of these Rules unless the context requires otherwise;

any reference in these Rules to any statute or statutory instrument includes a reference to that statute or statutory instrument as amended, consolidated, re-enacted or replaced from time to time;

a reference to any agreement or document includes a reference to that agreement or document as amended, novated, supplemented or amended from time to time;

any words denoting the singular include the plural and words denoting the plural include the singular;

where any word or phrase is given a definite meaning in these Rules, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;

the word “includes” in any form is not a word of limitation; and

any determination, decision or exercise of power, by the Board will be at its absolute discretion.

General. This supplement (“Supplement”) to the Equity Award Rules, as such rules may be amended from time to time (the “Rules”), shall apply to Eligible Employees who are, in respect of Incentive Securities, subject to taxation under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). In the event of any inconsistency between the Rules and this Supplement, the terms and conditions of this Supplement shall control and govern Incentive Securities granted to such Eligible Employees (the “U.S. Participants”), except to the extent necessary to ensure that a U.S. Participant who is also subject to Tax under Australian law in respect of Incentive Securities granted under the Rules is not subject to material adverse tax consequences under Australian law. A U.S. Participant who is granted an Incentive Security that may be settled in Shares may include only an Eligible Employee who is an “employee” of the Company or any of its parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8 promulgated by the U.S. Securities and Exchange Commission (the “SEC”), or there is otherwise an exemption available from applicable registration requirements under Unites States law with respect to the issuance of such Incentive Security to such individual. Capitalized terms not defined in this Supplement shall have the meaning given to such terms in the Rules, the terms and conditions of which are herein incorporated by reference.

Share. A Share shall mean a fully paid ordinary share in the capital of the Company or an American Depositary Share listed on the New York Stock Exchange and all references to a Share include a Restricted Share.

Entitlement to Shares. The vesting of an Incentive Security held by a U.S. Participant will be satisfied by the allocation of a Share unless the Board determines otherwise pursuant to clause 2.4 of the Rules.

Custodian. A U.S. Participant may, at the discretion of the Company be permitted to have physical possession of the Restricted Shares granted prior to the time that such Restricted Shares become vested; alternatively, physical possession may be retained by a nominee or custodian selected by the Company until such time as the Restricted Shares become vested.

Legend on Shares. The Company reserves the right to place a legend on the Restricted Shares restricting the transferability of such certificate until such time as the Restricted Shares become vested.

The Trust Deed. Notwithstanding any provision in the Rules to the contrary, no Shares, cash or other property shall at any time be funded or set aside (directly or indirectly) in the Trust Deed or any other trust or similar arrangement with respect to any Rights or Shares granted, allocated, issuable or issued to a U.S. Participant. Shares issued in satisfaction of Incentive Securities granted to a U.S. Participant shall be transferred by the Company to such U.S. Participant, and such Shares shall not be subject to the Trust Deed. References in the Rules to the Trust Deed and Trustee shall be disregarded for purposes of U.S. Participants.

Governing Tax Law. Incentive Securities granted to U.S. Participants generally shall be subject to the requirements of the Code.

Termination of Employment. The employment of a U.S. Participant shall be considered terminated for purposes of the Rules on the date such U.S. Participant incurs a “separation from service” with Woodside within the meaning of Section of the Code, including the guidance and regulations promulgated thereunder (“Section 409A”).

Section 409A.

It is the general intention, but not the obligation of Woodside or any of its officers or directors, that Incentive Securities offered under the Rules to U.S. Participants comply with or be exempt from the limitations and requirements of Section 409A, and such Incentive Securities will be administered and construed accordingly. The Board may adopt such additional rules or provide for terms in an Offer that are inconsistent with or contrary to the requirements of the Rules or this Supplement in providing Incentive Securities awarded to U.S. Participants that comply with or are exempt from the limitations and requirements of Section 409A. Neither this clause 10 nor any other provision of the Rules or this Supplement is or contains a representation to any U.S. Participant regarding the tax consequences of the grant, vesting, exercise, settlement, or sale of any Incentive Security (or the Shares underlying a Right) granted under the Rules, and should not be interpreted as such. In no event shall Woodside be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by a U.S. Participant on account of non-compliance with Section 409A. The applicable provisions of Section 409A are hereby incorporated by reference and shall control over the Rules in conflict therewith; provided, however, in the case of a U.S. Participant that is also subject to Tax under Australian law in respect of Incentive Securities granted under the Rules, if the applicable provisions of Section 409A are contrary to the provisions of the applicable tax laws of Australia, the more restrictive body of law shall control. Notwithstanding any provision of the Rules, this Supplement or any Offer to the contrary, in the event that following the Effective Date the Board determines that the related Offer may be subject to Section 409A, the Board may adopt such amendments to the Rules, this Supplement or the applicable Offer, adopt other policies and procedures (including amendments, policies, and procedures with retroactive effect), or take any other actions, that the Board determines are necessary or appropriate to (i) exempt the Offer from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Offer, or (ii) comply with the requirements of Section 409A and thereby avoid the application of any additional taxes or interest under Section 409A.

To the extent that an Offer and the related Incentive Securities granted to a U.S. Participant are subject to and not exempt from the limitations and requirements of Section 409A (whether by reason of such U.S. Participant being eligible for vesting in Rights due to attainment of retirement eligibility under the Rules, such Offer or related documentation or some other reason), then the following shall apply:

an event shall constitute a Change of Control Event under clause 9 of the Rules only if such event also constitutes a “change in control event” within the meaning of the regulations under Section 409A; and

in the event such U.S. Participant is a “specified employee” (as defined under Section 409A) and becomes entitled to a payment on account of a grant of Incentive Securities (whether in Shares or cash) that would be subject to additional taxes and interest under Section 409A if such U.S. Participant’s receipt of such payment is not delayed until the earlier of (A) the date of such U.S. Participant’s death or (B) the date that is six (6) months after such U.S. Participant’s “separation from service,” as defined under Section 409A (such earlier date, the “Section 409A Payment Date”), then such payment shall not be provided to such U.S. Participant until the Section 409A Payment Date.

Conformity to Applicable Law. The Rules, this Supplement and each Offer to a U.S. Participant are intended to conform to the extent necessary with all applicable laws, including, without limitation, the provisions of the U.S. Securities Act of 1933, as amended, and the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations and rules promulgated thereunder by the SEC, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Rules shall be administered, and the Incentive Securities are granted, with respect to U.S. Participants only in such a manner as to conform to applicable law. To the extent permitted by applicable law, the Rules, this Supplement and each Offer to a U.S. Participant shall be deemed amended to the extent necessary to conform to applicable law.

Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Rules, the Rules, this Supplement, the Incentive Securities and the Offer shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Rules, this Supplement and the Offer shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

Tax Withholding Matters. Any determination made pursuant to the Rules to allow a U.S. Participant who is subject to Rule 16b-3 of the Exchange Act to pay Tax with Shares through net settlement or previously owned Shares shall be approved by either the full Board or a committee of the Board made up of solely two or more members who are each (a) a “non-employee director” within the meaning of Rule 16b-3(b)(3) of the Exchange Act, and (b) “independent” under the listing standards or rules of the U.S. securities exchange upon which the Shares are traded, but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules. If Tax withholding amounts are satisfied through net settlement or previously owned Shares pursuant to the Rules, then the maximum number of Shares that may be so withheld or surrendered shall be the number of Shares that have an aggregate fair market value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for Woodside with respect to such Incentive Securities, as determined by the Board.

Status under ERISA. The arrangement governed by the Rules shall not constitute an “employee benefit plan” for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.