Notice of General Meeting Update
Dear Shareholders,
We have received some queries following the release of the Notice of General Meeting (NOM) and thought it may be helpful to provide some clarification, particularly around director remuneration and the proposed share arrangements.
Firstly, the FY26 remuneration figures disclosed in the NOM do not represent the amount of cash paid or the current value of shares received by the Board. Such figures include valuations determined by the independent auditors of ClearVue of Performance Rights which shareholders approved the issue of at last year’s AGM, despite the relevant performance milestones attaching to such Performance Rights not having been achieved.
Please refer to page 15 of the Company’s financial report for the half-year ended 31 December 2025 (released on ASX on 27 February 2026), which records $254,016 in share-based payments, being the accounting valuation attributable to the Performance Rights, in respect of Non-Executive Director Michael Pixley and me.
For clarity, my actual remuneration for FY26, excluding the value of the Performance Rights, was approximately $105,000. Shares to the value of approximately $40,000 were issued to me in January for fees accrued from July to November 2025, with such issue having also been approved by shareholders at last year’s AGM, with a further approximately $65,000 subsequently accrued. I have received no cash remuneration from the Company for FY26.
The figure of $233,715 stated as my remuneration on page 22 of the NOM includes an amount of $127,008 attributable to the valuation of the Performance Rights issued to me, as does Michael’s remuneration disclosed on the same page.
Separate to my director remuneration, Resolution 4 in the NOM seeks shareholder approval for me to subscribe for 750,000 shares at 11.5 cents per share, representing a further $86,250 investment of my own funds into ClearVue. I am also participating in the proposed Loan Funded Share Plan component of the placement alongside other eligible directors.
There have also been queries regarding the 15-month period stated as the deadline for issuing the Loan Funded Shares to the Board. This is not a timeframe created by the Board. It is a timeframe set out in the Corporations Act framework for securities and financial benefits provided to directors and related parties. Importantly, the NOM clearly states that the Company expects the Loan Funded Shares to be issued as soon as practicable after the Meeting.
Regarding Rebecca Yang not appearing in the remuneration table at section 8.7 of the NOM, that table relates only to the remuneration of ClearVue directors participating in the Loan Funded Share Plan; it is not a list of all Board members or their remuneration.
Rebecca is not included because, due to her position with Melbourne University, participation in arrangements such as the Loan Funded Share Plan requires approval through the University. Her appointment to the ClearVue Board itself involved an approval process of approximately three months, and the Company could not delay dispatch of the NOM while a further approval process was undertaken.
There also appears to be confusion around Managing Director Doug Hunt’s remuneration. Doug is paid solely via his company at $30,000 per month for executive services plus $5,000 per month in Board fees, or $35,000 per month in total. There are no additional remuneration payments made to Doug.
The higher FY26 figure for Doug’s remuneration stated on page 22 of the NOM included approximately $60,000 in back pay relating to two invoices that had not been paid, one for each of the previous two financial years, together with payment of a separate $50,000 bonus approved by the previous Board for achieving a technical milestone. These amounts do not form part of Doug’s normal ongoing annual remuneration.
For clarity, the Company also does not pay for Doug’s car, phones or fuel.
We have also received queries over time as to why directors do not simply purchase shares on market. Directors and Senior Management are subject to the Company’s securities trading policy and, importantly, Insider Trading Laws. These restrictions can significantly limit the opportunities available to Directors and Management to purchase shares on market.
We absolutely understand shareholders scrutinising remuneration and the resolutions being put forward. The purpose of providing this additional context is simply to ensure shareholders have the correct information when considering the resolutions.
Lastly, we encourage shareholders to raise questions directly with us through InvestorHub. We welcome open communication with our shareholders and will always do our best to answer your questions.
Warm regards,
Theresa Smits
Chair