Announcement PDF CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 Consolidated Annual Report 30 June 2023 P: +61 8 9220 9020 9 / 567 Newcastle Street, West Perth, Western Australia 6005 F: +61 8 9220 9029 E: hello@clearvuepv.com W: www.clearvuepv.com CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 COMPANY INFORMATION DIRECTORS Mr Victor Rosenberg, Non-Executive Chairman Mr Stuart Carmichael, Non-Executive Director (resigned 30 June 2023) Mr Roger Steinepreis, Non-Executive Director (resigned 10 February 2023) Mr John Downes, Non-Executive Director (resigned 10 February 2023) Mr Jamie Lyford, Executive Director (appointed 10 February 2023) Mr Gerd Hoenicke, Non-Executive Director (appointed 1 May 2023) Mr Charles Mowrey, Non-Executive Director (appointed 1 May 2023) COMPANY SECRETARY Mr Harry Miller Mr Brett Tucker Ms Deborah Ho (resigned 31 March 2023) REGISTERED OFFICE Suite 9 / 567 Newcastle Street West Perth WA 6005 PRINCIPAL BANKERS National Australia Bank Limited Level 12, 100 St Georges Terrace Perth WA 6000 AUDITORS Grant Thornton Audit Pty Ltd Level 43, Central Park 152-158 St Georges Terrace Perth WA 6000 SOLICITORS Steinepreis Paganin 16 Milligan Street Perth WA 6000 SHARE REGISTRY Automic Group Level 5, 191 St George Terrace Perth WA 6000 STOCK EXCHANGE LISTING Shares are listed on the Australian Securities Exchange (ASX code: CPV) CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 INDEX Page Executive Chairman’s letter 1 Chief Executive Officer’s letter 3 Directors’ Report 4 Auditor’s Independence Declaration 30 Consolidated Statement of Profit or Loss and Other Comprehensive Income 31 Consolidated Statement of Financial Position 32 Consolidated Statement of Changes in Equity 33 Consolidated Statement of Cash Flows 34 Notes to the Consolidated Financial Statements 35 Directors’ Declaration 70 Independent Auditor’s Report 71 ASX Additional Information 75 CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 CHAIRMAN’S LETTER TO SHAREHOLDERS Dear Shareholders, On behalf of the Board I am pleased to present to you the ClearVue Technologies Limited Annual Report for the financial year ended 30 June 2023 and provide you with an update on the significant progress made by our company during that period. ClearVue is an Australian smart building technology company that operates in the building sustainability solutions sector supplying glazing products responding to the global need for construction decarbonisation in a world where buildings and construction contribute nearly 43% of global greenhouse gas emissions. ClearVue’s solar photovoltaic glazing integrates solar technology into glass and building surfaces helping building owners to reach net zero through the generation of on-site electricity whilst at the same time improving the energy efficiency of the building envelope. Specifically, ClearVue has developed advanced glass technology that preserves glass transparency to maintain building aesthetics whilst generating electricity from windows. Solar PV cells are incorporated around the edges of an insulated glass unit (IGU) used in windows, and the lamination interlayer between the glass in the IGU incorporates ClearVue’s patented proprietary nano and microparticles as well as a spectrally selective coating on the rear external surface of the IGU. One of the most important developments during the last year was the enhancement of our leadership and governance. We welcomed Martin Deil as the new Chief Executive Officer, Clifton Smyth as the new Chief Business Development Officer, and Gerd Hoenicke (Germany) and Charles Mowrey (USA) as new board members, each bringing valuable industry expertise to our team. Their collective experience and vision have already begun to materially shape the future of our company. In terms of product innovation, we were excited to announce the successful development of our secondgeneration product. This breakthrough simplifies the assembly process and significantly reduces the cost and time required for producing our ClearVue PV energy generating integrated glazing units (IGUs). This innovation has not only increased the appeal of our offering but has also made it more competitive for potential manufacturing licensees. These licensees can now seamlessly integrate ClearVue PV IGUs into their production processes, expanding sales opportunities for both them and our company. Furthermore, we've expanded our product portfolio by in-licensing photovoltaic solutions for the spandrel gap and wall cladding, covering the entire building envelope. This strategic move enables us to offer a comprehensive range of sustainable building solutions to meet evolving market demands. In May 2023, we proudly showcased our new second-generation product and spandrel gap solution at a successful launch event in London. This event marked a significant milestone in our journey toward sustainability and innovation. Throughout the year, we actively participated in various trials and evaluations, including thermal and power performance testing with the Singapore Building and Construction Authority's Skylab (continuing), paid-for trials with the Hong Kong government and in Gröbming, Austria, a small trial with Luxembourg's Building Training Institute, and an ongoing evaluation with the US Air Force in Florida (in partnership with Nodis Pte Ltd). We anticipate receiving the results of the US Air Force evaluation by the end of this calendar year. 1 CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 CHAIRMAN’S LETTER TO SHAREHOLDERS - Continued In addition to these achievements, we expanded our visual communication capabilities by acquiring the intellectual property and assets of Lusoco B.V., a Netherlands-based company specializing in outdoor advertising solutions for bus shelters and signage applications. We also welcomed the founders of Lusoco to our team, strengthening our technical expertise, product offerings, and approach in this domain. As we continue to focus on our key target markets in the US and Europe, we are preparing for the launch of our second-generation product. We remain committed to marketing and commercializing our technology to address the growing demand for sustainable building solutions in these regions. In closing, I would like to express my gratitude to you, our valued shareholders, for your unwavering support. The year 2023 has been marked by remarkable achievements, and we are enthusiastic about the future prospects of our company under the leadership of our new team members. Thank you for your trust and investment in our company. We look forward to an exciting and prosperous future together. Sincerely ClearVue Technologies Limited Victor Rosenberg Non-Executive Chairman 2 CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 CHIEF EXECUTIVE OFFICER LETTER TO SHAREHOLDERS Dear Shareholders, I am delighted to share with you the remarkable progress and achievements of our company in the financial year that ended 30 June 2023. First and foremost, I am honored to have joined the company as the new Chief Executive Officer, alongside other key additions to our leadership team, including Clifton Smyth as the Chief Business Development Officer, and the appointment of esteemed board members Gerd Hoenicke and Charles Mowrey. Together, we are working tirelessly to steer the company towards a future of growth and innovation. One of the pivotal accomplishments of the year was the successful development of our secondgeneration product. This innovation simplifies the assembly process and significantly reduces production costs and timelines for our ClearVue PV energy generating integrated glazing units (IGUs). This advancement not only bolsters the attractiveness of our offerings but also enhances our competitiveness for potential manufacturing licensees. They can now effortlessly incorporate ClearVue PV IGUs into their production processes, expanding our market reach and sales opportunities. Moreover, we broadened our product portfolio by in-licensing photovoltaic solutions for the spandrel gap and wall cladding, addressing the entire building envelope. This strategic expansion allows us to meet the diverse demands of the construction industry with sustainable and cutting-edge solutions. Just before I officially joined I was very pleased to have been invited to attend the Company’s wellreceived launch event in London where our second-generation product and spandrel gap solution was revealed for the first time. This event served as a testament to the Company’s commitment to innovation and sustainability, and it garnered significant attention from industry stakeholders. Our expansion efforts extended to the realm of visual communication as well. We acquired the intellectual property and assets of Lusoco B.V., a Netherlands-based company specializing in outdoor advertising solutions for bus shelters and signage applications. Furthermore, we were fortunate to bring the founders of Lusoco into our team, augmenting our technical capabilities, product offerings, and overall approach to innovation management. In line with our strategic objectives, we have continued to market and commercialize our technology in our key target markets, the US and Europe. We are diligently preparing for the launch of our secondgeneration product, aiming to seize the significant opportunities that lie ahead. I extend my sincere gratitude to our esteemed shareholders for your steadfast support. Your belief in our company is the driving force behind our accomplishments, and we are excited about the promising future ahead. I am pleased to confirm that I have joined your ranks as a proud shareholder. Thank you for entrusting us with your investment, and we look forward to achieving greater milestones together during this next year. Warm regards, Martin Deil Chief Executive Officer ClearVue Technologies Limited 3 CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 DIRECTORS’ REPORT The directors are pleased to present the audited consolidated financial report of ClearVue Technologies Limited ABN 45 071 397 487 (“the Company”) and its controlled entities (“the Group”) for the year ended 30 June 2023. DIRECTORS The name of the directors in office at any time during or since the end of the year are: Mr Victor Rosenberg, Non-Executive Chairman Mr Stuart Carmichael, Non-Executive Director (resigned 30 June 2023) Mr Roger Steinepreis, Non-Executive Director (resigned 10 February 2023) Mr John Downes, Non-Executive Director (resigned 10 February 2023) Mr Jamie Lyford, Executive Director (appointed 10 February 2023) Mr Gerd Hoenicke, Non-Executive Director (appointed 1 May 2023) Mr Charles Mowrey, Non-Executive Director (appointed 1 May 2023) The qualifications, experience and special responsibilities of each director are as follows: Mr Victor Rosenberg Dip Pham, MPS (SA) Non-Executive Chairman Mr V Rosenberg started Tropiglas Pty Ltd in 1996 and is its driving force and major shareholder. Mr V Rosenberg is a qualified pharmacist with extensive business experience in senior management and sales related positions. He has been in the industry for over 27 years having started and owned a number of private businesses, including pharmaceutical, toiletry and food manufacturing businesses. Mr V Rosenberg has previously won an international innovation award for developments in food processing technologies. He consults to a number of public and private companies in the areas of pharmaceuticals, biotechnology and health foods. Mr V Rosenberg is presently not a director of any other listed companies, nor held a directorship within the last 3 years before the end of 30 June 2021. Mr Gerd Hoenicke Non-Executive Director (appointed 1 May 2023) Mr Gerd Hoenicke is a recognized industry leader in facades and curtain wall systems – a senior level executive with more than 35 years of progressively responsible experience in the international façade industry. Mr Hoenicke has served as CEO of Gebrüder Schneider GmbH a German Façade contractor before he joined Seele GmbH in 2009 as its Technical Director. He has also served as Director Consulting International Projects for Schüco International KG. Mr Hoenicke currently operates an independent building envelope consultancy that engages with architects and façade engineers on large construction projects in the US and Europe. Mr Hoenicke’s impressive project portfolio includes the German Chancellery building in Berlin, Central St. Giles in London, EZB in Frankfurt, the Kimbell Art Museum in Dallas, 5 Broadgate in London and The Broad Museum in Los Angeles. Each of these and many other projects reflect his attention to detail in façade design and innovation. In 2019 Mr Hoenicke established his own façade consultancy business where he has continued to be involved in various prestigious projects in the US and the UK, recently including Parcel 9 in Washington DC and Landmark Pinnacle London. 4 CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 DIRECTORS’ REPORT Mr Charles Mowrey Non-Executive Director (appointed 1 May 2023) Mr Charles (‘Chuck’) Mowrey has over 5 decades of experience in the commercial glass and glazing industries. Mr Mowrey is currently CEO of leading US contract glazier 8G Solutions. Mr Mowrey who was formerly President and CEO of Harmon Inc. (a part of Apogee NASDAQ APOG), was brought into 8G Solutions in 2019 to lead it through a growth strategy that includes growth by project size, scope, and geography with a vision to expand across the US. Prior to 8G Solutions and whilst at Harmon, Mr Mowrey was responsible for increasing revenue from USD $87m to over $300m and assisted with various acquisitions and internal startups. Mr Mowrey is passionate about innovation in the glazing industry. After 22 years with Harmon / Apogee, he spent approximately 3 years with View Inc. (NASDAQ VIEW) from 2008 as Executive Vice President assisting it to complete its Series B funding to get it to full commercial manufacturing. Mr Mowrey then spent the next 8 years from 2011 with Guardian Glass (a part of Koch Industries) as its Managing Director of Emerging Technologies. Mr Jamie Lyford BCom, LLB, LLM, PGradDip IT Executive Director (appointed 10 February 2023) Mr Lyford has over 20 years’ experience working in the areas of intellectual property (IP), commercialisation and technology both as an IP and commercialisation lawyer and as a commercialisation adviser. In his work as a lawyer he has worked with a number of well-known local and interstate law and patent firms and internationally with a specialist IT law firm as well as in-house with BHP and multinational IT services provider ATOS. As a commercialisation adviser, Mr Lyford has assisted a number of start-up and early stage companies both as an adviser and a director (of which he retains a number of current positions). He has also operated and managed the Western Australian government’s Innovation Centre incubator under two separate outsourced consultancy terms where he was responsible for assisting innumerable innovative West Australian businesses on their path to successful commercialisation. Mr Stuart Carmichael BCom, CA Non-Executive Director (resigned 30 June 2023) Mr Carmichael is a Chartered Accountant with over 20 years’ of experience in the provision of corporate advisory services both within Australia and internationally. Mr Carmichael is a principal and director of Ventnor Capital Pty Ltd and Ventnor Securities Pty Ltd which specialises in the provision of corporate and financial advice to small cap ASX listed companies including capital raisings, initial public offerings, corporate restructures and mergers and acquisitions. Mr Carmichael graduated from the University of Western Australia with a Bachelor of Commerce degree, gaining experience with KPMG Corporate Finance in Perth and London before joining ASX listed property services and engineering company UGL Limited (ASX:UGL). Mr Carmichael is currently the Non-Executive Chairman of K-TIG Limited (ASX:KTG), NonExecutive Director of De.mem Limited (ASX:DEM), Non-Executive Director of Harvest Technology Group Limited (ASX:HTG) and Non-Executive Director of Orexplore Technologies Limited (ASX:OXT). 5 CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 DIRECTORS’ REPORT Mr Roger Steinepreis BJuris, LLB Non-Executive Director (resigned 10 February 2023) Mr. Steinepreis is a corporate and resources lawyer with over 30 years’ experience. He is the legal adviser to several public companies on a wide range of corporate related matters, with a focus on company restructures, initial public offerings and takeovers. Mr. Steinepreis serves as the Executive Chairman of Steinepreis Paganin, one of the largest specialist corporate law firms in Perth, Australia. He currently serves as Non-Executive Director on Meeka Metals Limited (ASX: MEK) Mr John Downes MSc Façade Engineering Non-Executive Director (resigned 10 February 2023) Mr. Downes is currently the Global Head of Façade Supply Chain at LendLease based in its London, United Kingdom office and brings approximately 30 years’ experience in glazing and façade systems and construction project management to the ClearVue board. In addition to his extensive practical experience. Mr Downes has a MSc Façade Engineering from the University of Bath, is a Fellow of the Society of Façade Engineers and a sponsor’s board member of the Centre for Window and Cladding Technology where he chairs the sub-committee on Sustainability in Facades. CHIEF EXECUTIVE OFFICER Mr Martin Deil BSc Mr Deil brings a deep knowledge of the international façade and architectural envelopes business to ClearVue having spent the past 22 years in various senior management roles of increasing responsibility including as CEO, Deputy CEO and COO within the Permasteelisa Group in different locations globally. Mr Deil has a Bachelor of Science (Honours) Degree in Management and Systems from City University London. COMPANY SECRETARY Mr Harry Miller BCom Mr Miller has over 8 years of company secretarial and accounting experience having previously worked with a leading global accounting firm and is currently acting as Company Secretary to a number of ASX listed companies. Mr Brett Tucker BCom, CA Mr Tucker is a qualified Chartered Accountant who has acted as Company Secretary to a number of ASX listed and private companies. Ms Deborah Ho (resigned 31 March 2023) 6 CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) This report, which forms part of the Directors’ report, outlines the remuneration arrangements in place for the key management personnel (“KMP”) of ClearVue Technologies Limited for the financial year ended 30 June 2023. The information provided in this remuneration report has been prepared in accordance with the requirements of the Corporations Act 2001 and its Regulations and have been audited as required by Section 308(3C) of the Corporations Act 2001. Key Management Personnel The KMP of the Company during or since the end of the financial year were as follows: Directors Mr Victor Rosenberg, Executive Chairman Mr Stuart Carmichael, Non-Executive Director Mr Roger Steinepreis, Non-Executive Director Mr John Downes, Non-Executive Director Mr Jamie Lyford, Executive Director Mr Gerd Hoenicke, Non-Executive Director Mr Charles Mowrey, Non-Executive Director Key Management Personnel Martin Deil, Chief Executive Officer Mr Jamie Lyford, Chief Operating Officer Mr Geoff Edwards, Chief Financial Officer Mr Earl Harper, Chief Commercial Officer Mr Clifton Smyth, Chief Business Development Officer Period of Employment Appointed 13 November 1995 to present Appointed on 19 January 2018 to 30 June 2023 Appointed 24 August 2020 to 10 February 2023 Appointed 18 October 2021 to 10 February 2023 Appointed 10 February 2023 to present Appointed 1 May 2023 to present Appointed 1 May 2023 to present Appointed 1 June 2023 to present. Appointed 17 January 2017 to 9 February 2023 Appointed 1 April 2023 to present Appointed 1 June 2022 to present Appointed 9 November 2022 to present Remuneration Policy The Company’s remuneration policy for its KMP has been developed by the Board taking into account the size of the Company, the size of the management team, the nature and stage of development of the Company’s current operations, and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors. In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP: - Sales contract awards; - Technology development milestones; and - The performance of the Company’s shares as quoted on the Australian Securities Exchange. Remuneration Committee Due to the current size of the Company, the Board did not implement a Remuneration Committee during the year, as such the Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the Directors and the executive team. Remuneration Structure In accordance with best practice corporate governance, the structure of Non-Executive Director and executive remuneration is separate and distinct. 7 CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 DIRECTORS’ REPORT Non-Executive Director Remuneration The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders. The ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be determined from time to time by a general meeting. The Constitution states that the Company may pay to the Non-Executive Directors a maximum total amount of director's fees, determined by the Company in general meeting, or until so determined, as the Directors resolve. Fees for the NonExecutive Directors’ are presently set at $350,000 per annum including superannuation. These fees cover main board activities only. Non-Executive Directors may receive additional remuneration for other services provided to the Company. The Non-Executive salary remuneration became effective from the date of the appointment of the Company to the Official List of the Australian Securities Exchange. Executive Remuneration The Company’s remuneration policy is to provide a fixed remuneration component and a short- and long-term performance-based component. The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and is appropriate in aligning executives’ objectives with shareholder and business objectives. Fixed Remuneration Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and other non-cash benefits. Fixed remuneration is reviewed annually by the Board. The process consists of a review of company and individual performance, relevant comparative remuneration externally and internally and, where appropriate, external advice on policies and practices. Performance Based Remuneration – Short Term Incentive The Board has not implemented a system where Executives are entitled to annual cash bonuses. The Company may provide pay performance bonuses to Executives as determined by the Board from time to time. Company Performance Shares and Rights The Board has previously chosen to issue Performance Shares and Rights (where appropriate) to some executives as a key component of the incentive portion of their remuneration, in order to attract and retain the services of the executives and to provide an incentive linked to the performance of the Company. 8 CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 DIRECTORS’ REPORT Performance Based Remuneration – Long Term Incentive In the future the Board may grant Options to executives and key consultants to provide incentivebased remuneration, with exercise prices at and/or above market share price (at the time of agreement). As such, Incentive Options granted to executives will generally only be of benefit if the executives perform to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options granted. It is considered the performance of the executives and the performance and value of the Company are closely related. The Company prohibits executives entering into arrangements to limit their exposure to Performance Shares or Incentive Options granted as part of their remuneration package. Long-Term Incentive Plans The Company has implemented an Employee Incentive Plan, a Loan Funded Share Plan, the Director and Employee, the ClearVue Officer, Employee and Adviser Share Plan and the Incentive Option Plan, Employee Incentive Plan Under the Employee Incentive Plan, the Company may grant options to subscribe for Shares entitling the holder to be issued Shares on terms and conditions set by the Board at its discretion. The material terms of the Employee Incentive Plan are as follows: (a) The purpose of the Plan is to: - assist in the reward, retention and motivation of eligible persons; - to align the interests of eligible persons more closely with the interests of shareholders, by providing an opportunity for eligible persons to receive an equity interest in the form of Awards; and - to provide eligible persons with the opportunity to share in any future growth in value of the Company. (b) The following persons can participate in the Plan if the Board makes them an offer to do so: - a director; - a full-time or part-time employee; - a contractor; or - a casual employee of the Company or an associated body corporate and includes a person who may become an eligible person within (i) to (iv) above subject to accepting an offer of engagement for that role. (c) Plan Options issued under the Plan are subject to the terms and conditions set out in the Rules, which include: - Vesting Conditions – which are time-based criteria, requirements or conditions (as specified in the offer and determined by the Board) which must be met prior to Awards vesting in a participant, which the Board may throughout the course of the period between the grant of an Award and its vesting, waive or accelerate as the Board considers reasonably appropriate; - Performance Conditions – which are conditions relating to the performance of the Group and its related bodies corporate (and the manner in which those conditions will be tested) as specified in an offer and determined by the Board; and - Exercise Conditions – which are criteria, requirements or conditions, as determined by the Board or under the Plan, which must be met (notwithstanding the satisfaction of any Vesting Conditions and/or Performance Conditions) prior to a Participant being entitled to exercise vested Awards in accordance with clauses 8 and 9. Clause 8 prohibits the disposal of any 9 CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 DIRECTORS’ REPORT incentive plan 12 months from the date the Plan Shares were issued to the holder, unless there is prior written approval of the Directors, or pursuant to an IPO or Takeover. Subject to the approval of the Directors, the employee may request that Plan Shares be allotted to a Related Entity of the employee under Clause 9. (d) In accordance with ASIC Class Order 14/1000, the total Awards that may be issued under the Plan will not exceed 5% of the total number of Shares on issue. In calculating this limit, Awards issued to participants under the Plan other than in reliance upon this Class Order are discounted. (e) The Board has the unfettered and absolute discretion to administer the Plan. (f) Awards issued under the Plan are not transferable and will not be quoted on the ASX. The Rules otherwise contain terms and conditions considered standard for long-term incentive plan rules of this nature. There were no options issued under the Employee Incentive Plan during the year (2022: Nil). Loan Funded Share Plan Under the Loan Funded Share Plan, the Company may grant Shares to a participant and may provide a loan to facilitate the acquisition of the Plan Shares. The terms of the loan and price of the Shares is determined by the Board. The material terms of the Loan Funded Share Plan are as follows: (a) The purpose of the Plan is to: - assist in the reward, retention and motivation of eligible persons; - to align the interests of eligible persons more closely with the interests of shareholders, by providing an opportunity for eligible persons to increase their ownership interest in the Company; and - to provide eligible persons with the opportunity to share in any future growth in value of the Company. (b) The following persons can participate in the Plan if the Board makes them an offer to do so: - a director; - a full-time or part-time employee; - any other person who the Board determines is eligible to participate in the Plan. (c) Loans offered under the Plan to facilitate the acquisition of Plan Shares will be interest free and end on 10 years from the Share Grant Date, or earlier in accordance with the Plan Rules. (d) The total Shares that may be issued under the Plan in the previous five years, excluding any offers made in accordance with s708 of the Corporations Act, will not exceed 10% of the total number of Shares on issue. (e) The Board has the unfettered and absolute discretion to administer the Plan. (f) Shares issued under the Plan are not transferable. The Rules otherwise contain terms and conditions considered standard for loan f