Announcement PDF 2024 Annual Report Solar Vision Glass | Power Façade | Toward Net Zero 1 ClearVue Technologies Ltd | 2024 Annual Report Contents Company Information 3 About ClearVue Technologies 4 Our Business Strategy 5 Drivers for Growth 7 FY24 Highlights 9 Chairman’s Letter to Shareholders 11 CEO’s Letter to Shareholders 12 Director’s Report 13 Auditor’s Independence Declaration 31 Consolidated Statement of Profit or Loss and Other Comprehensive Income 32 Consolidated Statement of Financial Position 33 Consolidated Statement of Changes in Equity 34 Consolidated Statement of Cash Flows 35 Notes to the Consolidated Financial Statements 36 Consolidated Entity Disclosure Statement 63 Director’s Declaration 64 Independent Auditor’s Report 65 ASX Additional Information 69 ClearVue Technologies Ltd | 2024 Annual Report 2 Company Information CLEARVUE TECHNOLOGIES LIMITED AND ITS CONTROLLED ENTITIES ABN 45 071 397 487 DIRECTORS AUDITORS Mr Victor Rosenberg, Non-Executive Chairman Grant Thornton Audit Pty Ltd Level 43, Central Park 152-158 St Georges Terrace Perth WA 6000 Mr Jamie Lyford, Executive Director Mr Gerd Hoenicke, Non-Executive Director Mr Charles Mowrey, Executive Director SOLICITORS COMPANY SECRETARY Mr Harry Miller Mr Brett Tucker 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 3 ClearVue Technologies Ltd | 2024 Annual Report 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) About ClearVue Technologies ClearVue Technologies Ltd (“ClearVue” or the “Company”) is a global technology company, headquartered in Australia and specialising in the integration of advanced solar technology within building surfaces. ClearVue’s patented solar technology enhances the sustainability and energy efficiency of both new and existing buildings by generating energy from nearly all surfaces, not just the roof. At the heart of ClearVue’s innovation is its proprietary solar glass technology, which enables energy generation from clear glass windows. ClearVue offers the only completely transparent, large-format solar glass suitable for building construction. This product not only meets architectural aesthetic standards but also achieves high energy efficiency for building owners. ClearVue solar glass can be utilised in windows, skylights, greenhouses, and facades, providing energy to power autonomous features or to feed into a grid or battery storage. In combination with a range of complementary Building Integrated Photovoltaic (BIPV) products, ClearVue can create a building envelope where the entire surface area generates electricity. This addresses one of the most significant economic challenges since the Industrial Revolution: the decarbonisation of the global economy. Our ability to deliver practical, actionable, and quantifiable net-zero or near-net-zero energy solutions for the built environment positions ClearVue to provide meaningful environmental, social, and shareholder benefits over the medium to long term. Supporting our technology portfolio, the Company holds an extensive array of global patents, designs, trademarks, and trade secret protections. Additionally, ClearVue has undergone rigorous global testing to ensure compliance with the relevant standards for our key target markets in Europe, the United States, and the Middle East. Since listed on the Australian Stock Exchange (“ASX”) in May 2018, ClearVue’s geographic footprint now extends from Australia to Europe and the United States. Through our license partners, our product footprint is increasingly global. ClearVue is currently executing its commercialisation plan. The Company is guided by a board with extensive industry experience, complemented by an equally experienced executive team, to drive significant outcomes for our customers and shareholders. We generate energy from nearly all façade surfaces 4 Our Business Strategy We aspire to be the product of choice for the global built environment as the sector adopts net zero building standards. Our strategy to achieve this aspiration includes: 1 2 3 GLOBAL SALES THROUGH LICENSE PARTNERS MULTIPLE REVENUE STREAMS LEVERAGED TO VOLUME GROWTH CAPITAL LIGHT BUSINESS The world is actively decarbonising. Building operations / energy usage represents 27% of global CO2 emissions.​ ClearVue’s core technology allows a clear glass window to generate electricity, reducing carbon footprint and providing a path to net zero energy buildings. 5 ClearVue Technologies Ltd | 2024 Annual Report The commercial Building Integrated Photovoltaic Market is projected to be $88.4 billion by 2030, a CAGR of 20.5% REVENUE MODEL = ROYALTY ON SOLAR VISION GLASS + SALE OF COMPONENTS Nano particle interlayer Solar PV strips System components Solar Spandrel Solar Cladding + LICENCE FEE / RENEWAL FEE KEY PARTNERSHIPS: GLASS MANUFACTURERS LICENSEES • The licensee model allows ClearVue to: – Access existing production capabilities – Leverage existing sales channels and client relationships in key markets – Profitable expansion with light capital requirements • Benefits for licensees – Expansion into new and fast-growing markets – Simple assembly process for seamless integration into existing glass fabrication lines – Flash testing machine for quality assurance is the only additional piece of equipment required • Focus on large established glass manufacturers in key global markets.​ – License Fee Renewal charged every 3 or 5 years 6 Drivers for Growth GLOBAL TRENDS ARE SHAPING OUR WORLD, AND FUELING CLEARVUE’S COMMERCIALISATION 1 2 THE WORLD IS ACTIVELY DECARBONISING BEHAVIOURAL CHANGE WILL DRIVE POLITICAL AND COMMERCIAL AGENDA 90% 8,000+ of global GDP operates in a net zero environment Global companies and countries operate in a net zero environment 86% 81% of global population want climate change action of executive incentives plans globally include ESG metrics To achieve net zero goals, the operating carbon of the built environment needs to be considered as part of any viable solution to net zero aspirations. ClearVue provides governments and companies with a path to enact their ESG, climate change and meet consumer expectations. 3 4 RENEWABLE ENERGY MARKET KEEPS BOOMING THE GROWTH IN URBAN AREAS $2 trillion Global spending on clean energy tech and infrastructure in 2024 The demand for innovative, practical solutions to achieve net zero obligations will attract the attention of capital markets. 241 billion m2 +2 billion of new floor space to add between 2020-2060 Urban population growth by 2050 The global population is moving into our cities creating unprecedented demand in the built environment. To meet this demand in a sustainably will be one of the challenges facing all governments around the world. 1. Source: https://www.mckinsey.com/capabilities/sustainability/our-insights/an-affordable-reliable-competitive-path-to-net-zero 2. Source: https://www.ox.ac.uk/news/2024-06-20-80-percent-people-globally-want-stronger-climate-action-governments-according-new https://sustainabilitymag.com/esg/executive-pay-increasingly-linked-to-esg-metrics-and-climate 3. Source: https://www.iea.org/news/investment-in-clean-energy-this-year-is-set-to-be-twice-the-amount-going-to-fossil-fuels 4. Source: https://www.unfpa.org/urbanization#readmore-expand https://www.architecture2030.org/why-the-built-environment/ 7 ClearVue Technologies Ltd | 2024 Annual Report A Complete Solar Building Envelope Solution to Generate Electricity NET ZERO ENERGY BUILDINGS ARE NOW WITHIN REACH BENEFITS OF CLEARVUE SOLAR FAÇADE SOLUTION: • A source of renewable energy on site – offsets up to 103% of the building’s energy requirements1 • Accelerated carbon and financial payback – financial payback from 2-3 years1 • Turnkey solution for developers • Provides a tangible pathway to enact ESG and renewable energy goals SOLAR CLADDING 80+ colours, textures, and finishings for any look – stone, brick, glass, wood, metallic. Power output: up to 189 watts peak per m2. SOLAR SPANDREL All black units for maximum power generation – up to 200 watts peak per m2. SOLAR VISION GLASS SOLAR BALUSTRADE Semi-transparent photovoltaic glass to generate power from skylights and balustrades. Transparency and energy generation vary. Our core IP product – energy generating and energy-saving clear solar windows. Available in custom sizes (up to 3.5 x 2.1m), compatible with coatings and framing systems, this versatile product provides maximum light transparency, energy generation and reduced heat gain. 1 Based on the Independent Energy Model Report by Footprint “ClearVue PV 40 Storey Archetype Office”, April 2024, 60% Window-to-wall ratio data, www.sa-footprint.com 8 FY24 Highlights This year, the company made significant strides to commercialise the core IP product – clear solar glass, expand the product range to strengthen our offering and create additional revenue streams. We signed multiple license agreements and certified our products to enable sales. LEFT TO RIGHT: MAYOR MATT MAHAN, CHARLES MOWREY, VICTOR ROSENBERG, MARTIN DEIL ESTABLISHING NORTH AMERICAN OPERATIONS • Chuck Mowrey, a board member since May 2023, started as CEO and President North America in May 2024 • Commercial launch in the United States: the first Greenhouse solar glass sale through System USA (AUD 252k), followed by a repeat order (AUD 175k). • AIA24 participation brought ClearVue into the spotlight • New offices in San Jose opened by Major Matt Mahan in June 2024 • Upgraded to OTCQX® Best Market listing COMMERCIAL LAUNCH IN AUSTRALIA Kapitol Group incorporated ClearVue’s Generation 2 solar windows into the façade of the CFMEU Training and Wellness Centre in Melbourne, the installation attracted national TV news coverage. 9 ClearVue Technologies Ltd | 2024 Annual Report NEW LICENSEES • 6 new licensees joined in 2024 • Strategic partnership with AluTec – August 2024 • 10+ licensees to sign up in 2025 CLEARVUE SIGNS ALUTEC, QATAR’S LARGEST GLASS MANUFACTURER System USA 8G Solutions Greendustrial AluTec HT Glass Joined in FY24 Joined in FY25 MS Glass Concept Business Projected for FY25 EXPANDING THE PRODUCT RANGE Expansion of product range to offer a full solar building envelope solution and provide BIPV products for multiple applications: • Solar cladding and spandrel • Solar skylight and balustrade CERTIFICATIONS, TESTING AND R&D SOLAR VISION GLASS SOLAR CLADDING SOLAR SPANDREL • Energy efficiency testing at BCA in Singapore confirmed 22.8% reduction in cooling load and 7.5% overall energy savings after accounting for energy generation and 71% energy savings with the addition of the Solar Spandrel solution; • The ‘Zero Window’® prototype combining ClearVue’s photovoltaic solar glazing and LuxWall’s advanced vacuuminsulated glazing was demonstrated at AIA24. • To enable sales, critical building product certifications achieved including EN13501-1 (Combustibility), IEC 61730 & IEC 61215 (Electrical safety), ASTM E 2190 (Sealed IGU performance). ClearVue Technologies Ltd | 2024 Annual Report 10 Chairman’s Letter to Shareholders Our products are unique – there is simply no company in the world currently capable of producing floor-to-ceiling solar clear glass, or indeed any solar glass with the energy output of a ClearVue window. The energy efficiency and safety of our products have passed stringent international testing, and we’ve proven the mass manufacturing capability of our products. We have an early mover advantage in a growing global market for clean energy products in the building and construction sector – a sector accounting for 40% of all global emissions – driven by mandates and evolving consumer sentiment. Governments around the world are increasingly looking for energy independence in the face of pandemics and conflicts that leave countries vulnerable to energy disruptions. We welcomed Charles (Chuck) Mowrey as the new President and CEO of our North American operations. Chuck strengthens our executive team as we accelerate entry into North America as the most immediate and important strategic market for our technology given the significant market size and favourable regulatory environment. Dear Shareholders, On behalf of the Board, I am delighted to present ClearVue’s Annual Report for the 2024 Financial Year. ClearVue has had a remarkable twelve months establishing ourselves as a leader in smart building facade designs and a genuine contributor to the global net zero revolution in construction. Our unique technology will significantly enhance buildings with energy efficient, low emission technology that provides building owners around the world with tangible sustainability solutions. FY2024 was pivotal for ClearVue as we firmly moved from an R&D company with unique core IP capable of generating the highest energy output from clear glass to a company with a comprehensive product line transforming entire building exteriors into individual renewable energy hubs as we begin to commercialise our technology In parallel to developing our total building envelope solution, we laid the foundation for global expansion and scale by partnering with established and renowned façade manufacturers in key markets around the world. Pleasingly, we enjoyed first sales in the United States and Australia. 11 ClearVue Technologies Ltd | 2024 Annual Report On behalf of the Board, I thank the entire ClearVue team for their hard work, passion and commitment to our core mission as we contribute to a more sustainable future by enabling buildings to generate clean energy and reduce carbon footprints. Our achievements demonstrate the tangible difference our technology and commitment to innovation makes for our partners and first customers. And lastly, thank you to our loyal shareholders. We appreciate your ongoing trust and investment in our company. We will continue to build on the solid progress we made this year on our growth trajectory, expand into new markets, and capitalise on the opportunities to deliver value. Sincerely, Victor Rosenberg Non-Executive Chairman CEO’s Letter to Shareholders We delivered our first sales in the US with a contract for solar greenhouses targeting the US protected cropping agriculture market opening an opportunity in global solar greenhouse glass currently worth US$7.5 billion per year and growing. Greenhouses are one of our key industry verticals as government’s start to bolster their national food and energy security, mitigating against changing weather patterns, pandemics and conflict. Our technology not only provides a renewable energy solution for greenhouses, but indeed increases crop yield. We have since secured a repeat order, validating our technology and strengthening our relationship with a key player in the US greenhouse industry. We commercially launched in Australia with a contract to install clear solar glass on a building façade. Importantly, this was the first building to have our products incorporated into the project design, showing the value architects are placing on smart building materials that improve energy efficiency. My primary focus in my first full year as CEO was to prepare us for global launch in FY25. I’m pleased to report we have delivered against the roadmap we set out at the beginning of the financial year to ensure our products are marketready, solidify our presence in our important North American market, and set ourselves up for rapid sales with established manufacturers around the world. As we progressed along our path to commercialisation, we continued to innovate, building on our flagship clear solar glass with solar spandrel, solar cladding, and architectural BIPV (skylight and balustrading glass). Our full product suite, ClearVue Power FacadeTM was unveiled at the AIA24 Conference on Architecture & Design in Washington DC to wide acclaim. We can now generate power from the entire exterior surface of a building, increasing overall energy efficiency and significantly reducing the payback period. The ClearVue Power FacadeTM is a ‘plug and play’ technology which can be sold as a whole building envelop solution for new buildings, or per product to retrofit existing buildings, setting us apart from competitors. We have the necessary building blocks in place to scale. Our fully developed, certified product suite has proven mass-scale manufacturing capability and is compliant with international building codes and regulations across electrical, heat, fire safety and seal standards essential for our products to be included in design specifications. While we pursue multiple markets around the world, our sights are set firmly on the US for full commercial launch. The US is our most important market given their openness to investing in new technology combined with a favourable regulatory environment incentivising companies to adopt clean energy. A clear differentiator for ClearVue is our low operating cost business model, allowing us to scale quickly across multiple jurisdictions. Our business model is to provide our IP and components to a network of established licensee partners who manufacture and sell into their own markets, neutralising costly supply chains and shortening the sales cycle. We have been selective with the manufacturers we partner with, targeting those with established client bases and considerable networks beyond their direct country of origin. Our sales will come through two parallel streams: via licensee partners and with our own direct sales to building owners, developers and architects. The projects we source directly, of which we currently have 50 opportunities in the pipeline, will be redirected to licensee partners to execute. Our business model is driven by revenue derived from royalties from licensee partners, based on a per square metre of glass sold, a manufacturing margin on the selling of components to licensees, and renewal license fees from partners. Each license partner is contractually obligated to achieve a set sales target. I’m proud to have been appointed CEO of ClearVue at an exciting phase in the Company’s history. I look forward to continuing to lead the incredibly talented and dedicated ClearVue team as we cement our industry reputation and deliver our cutting-edge technology to fundamentally advance smart building design solutions. And lastly, I would like to thank you, our loyal shareholders. We will continue to build on the solid progress we made this year continue our growth trajectory, expand into new markets, and capitalise on the opportunities to deliver value. Sincerely, Martin Deil Global CEO ClearVue Technologies Ltd | 2024 Annual Report 12 Director's 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. 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 Jamie Lyford, Executive Director • Mr Gerd Hoenicke, Non-Executive Director • Mr Charles (Chuck) Mowrey, Executive Director The qualifications, experience and special responsibilities of each director are as follows: VICTOR ROSENBERG JAMIE LYFORD Dip Pharm, MPS (SA) BCom, LLB, LLM(IP), PGradDip IT 25 YRS GLASS INDUSTRY 28 YRS COMMERCIAL & IP LAW, COMMERCIALISATION Mr Rosenberg is a serial entrepreneur, recognised globally for his contributions to the glass industry. Extensive business experience in senior management and sales over ~50 years. Mr Lyford is an IP, technology, commercial and licensing lawyer with 28 years of experience at local, national and international law firms, BHP and global IT company ATOS. Non-Executive Chairman & Founder Executive Director Commercialisation specialist and operated Western Australian Government Innovation Centre. 13 ClearVue Technologies Ltd | 2024 Annual Report CHUCK MOWREY BSc Bus, MBA Executive Director, President and CEO North America 40+ YRS COMMERCIAL GLASS AND GLAZING Mr Mowrey is the CEO of 8G Solutions, a leading U.S. contract glazier. He has more than 40 years of experience in the commercial glass and glazing industry gained over 5 decades. Mr Mowrey has led several companies to significant growth and onto an innovation path including Harmon Inc., Guardian Glass and others. Director's Report GERD HOENICKE MARTIN DEIL BEng Fac BSc HARRY MILLER BCom, MPA Non-Executive Director Global CEO Company Secretary 35+ YRS IN THE GLOBAL FAÇADE INDUSTRY 30 YEARS OF GLOBAL FAÇADE BUSINESS EXPERIENCE WITH EXECUTIVE POSITIONS 8+ YEARS OF CORPORATE, COMPLIANCE AND ACCOUNTING EXPERIENCE Mr Hoenicke has worked as a CEO, a technical director, and a consultant for various internationally recognised façade companies (including Schneider, Seele and Schuco) and has an extensive portfolio of recognised façade projects. He currently runs his own consultancy business and works with architects and engineers on major US and European projects. 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 to a number of ASX-listed and private organisations. Involved in various corporate transactions. Has previously worked with a leading global accounting firm based in Western Australia. ClearVue Technologies Ltd | 2024 Annual Report 14 Director's Report REMUNERATION 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 2024. 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: PERIOD OF EMPLOYMENT DIRECTORS Mr Victor Rosenberg, Non-Executive Chairman Appointed 13 November 1995 to present Mr Jamie Lyford, Executive Director Appointed 10 February 2023 to present Mr Gerd Hoenicke, Non-Executive Director Appointed 1 May 2023 to present Mr Charles Mowrey, Executive Director Appointed 1 May 2023 to present KEY MANAGEMENT PERSONNEL Martin Deil, Chief Executive Officer Appointed 1 June 2023 to present Mr Geoff Edwards, Chief Financial Officer Appointed 1 April 2023 to present Mr Earl Harper, Chief Commercial Officer Appointed 1 June 2022 to present Mr Clifton Smyth, Chief Business Development Officer Doug Hunt, Chief Operating Officer Appointed 9 November 2022 to present Appointed 1 July 2023 to present REMUNERATION POLICY REMUNERATION COMMITTEE 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. 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. 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. 15 ClearVue Technologies Ltd | 2024 Annual Report REMUNERATION STRUCTURE In accordance with best practice corporate governance, the structure of Non-Executive Director and executive remuneration is separate and distinct. Director's Report REMUNERATION REPORT (CONTINUED) 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 Non-Executive 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 PERFORMANCE BASED REMUNERATION – LONG TERM INCENTIVE In the future the Board may grant Options to executives and key consultants to provide incentive-based 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. Vesting conditions associated with certain other performance rights and options have been set to align with selected strategic objectives of the Group that are considered relevant to the role of the individual to whom they are granted. Should these objectives be achieved, they are expected to have a positive impact on the performance of the Group and result in increased value for shareholders. 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. 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. ClearVue Technologies Ltd | 2024 Annual Report 16 Director's Report REMUNERATION REPORT (CONTINUED) 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 (a) 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 particip