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AXIOM MINING LIMITED

ANNUAL REPORT 2015

29

Directors’ report

continued

GROUP FINANCIAL REPORT

Remuneration report (continued)

c. Performance rights plan (continued)

The issue of shares on exercise of the performance rights must be within three years from the approval by the shareholders

and:

are subject to Volume Weighted Average Price (‘VWAP’) hurdles with rights vesting only after the 30 day VWAP has

exceeded the relevant hurdles; and

a further six months must elapse after satisfaction of the VWAP performance condition before the performance rights can

be exercised.

A service-based vesting condition also applies. That is, Mr Mount and Mr Williams must remain in the service of

the Company at the time the performance rights are exercised. Performance rights that do not vest will lapse. The

performance rights are issued for nil consideration and have a nil exercise price.

The 6,666,661 rights relating to Mr Mount were cancelled subsequent to the year-end as detailed in Resolution 6 of the

March 2015 AGM Notice of Meeting.

The shareholders at the 31 March 2015 AGM approved for 2,400,000 short term performance rights and 9,600,000 long

term performance rights to be granted under the Axiom Director and Executive Performance Right Plan. As at the date of

this report, the rights have not been issued.

Number of

rights

Expiry date

Fair value

per share

at approval

date

VWAP

hurdle

Number

Vested

Ryan Mount

Short term

2,400,000

(1)

0.165

n/a 2,400,000

Long term

2,400,000 28 February 2017

0.057

34.5

2,400,000 28 February 2018

0.054

43.5

2,400,000 28 February 2019

0.052

55.5

2,400,000 28 February 2020

0.050

69.0

(1)

Expires 12 months after the date of issue.

Short Term Incentives Rights (STI Rights)

Mr Mount was to be issued 2,400,000 Rights (STI Rights) vesting immediately upon approval by the shareholders

(approved on 31 March 2015) and execution of a service agreement between the Company and Mr Mount (executed

21 May 2015).

However, the rights can only be exercised by Mr Mount after the Appeal of the Proceedings has been completed and

a decision handed down.

Long Term Incentive Rights (LTI Rights)

Mr Mount was to be issued 9,600,000 Rights (LTI Rights) upon approval by the shareholders (approved on 31 March 2015)

and execution of a service agreement between the Company and Mr Mount (executed 21 May 2015) in tranches where the

Company’s Share price exceeds the following thresholds during the specified periods (each a Performance Condition):

Number of

rights issued

in each tranche

Period

Price threshold

2,400,000

1 March 2016 to 28 February 2017

34.5 cents

2,400,000

1 March 2017 to 28 February 2018

43.5 cents

2,400,000

1 March 2018 to 28 February 2019

55.5 cents

2,400,000

1 March 2019 to 28 February 2020

69.0 cents

Once vested, the LTI Rights will be exercisable six months after the end of the relevant measurement period.