Cue Energy Resources Limited Directors' report 30 June 2026 24 * Matthew Boyall's cash bonus consists of $101,562 for achieving a 76.62% performance rating against 2024 key performance indicators (KPIs). The KPIs were measured against the actual results for the calendar year ending 31 December 2024. Mr Boyall is entitled to up to 30% of base salary in short term incentives. The proportion of remuneration linked to the Consolidated Entity's performance and the fixed proportion are as follows: Fixed remuneration Fixed remuneration At risk - STI At risk - LTI Name 30 June 2026 30 June 2025 30 June 2026 30 June 2025 30 June 2026 30 June 2025 Directors: Alastair McGregor 100% 100% - - - - Andrew Jefferies 100% 100% - - - - Peter Hood 100% 100% - - - - Marco Argentieri 100% 100% - - - - Richard Malcolm 100% 100% - - - - Rod Ritchie 100% 100% - - - - Samuel Kellner 100% 100% - - - - Greg Bishop 100% - - - - - Other Key Management Personnel: Matthew Boyall 68% 74% 13% 16% 19% 10% (D) Equity based remuneration Overview of share options A summary of material terms of the Board approved Employee Share Option Plan ('ESOP') is set out as follows: ● the ESOP sets out the framework for the offer of Options by the Company, and is typical for an ESOP; ● in making its decision to issue Options, the Board may decide the number of securities and the vesting conditions which are to apply in respect of the securities. The Board has flexibility to issue Options having regard to a range of potential vesting criteria and conditions; ● in certain circumstances, unvested Options will immediately lapse and any unvested Shares held by the participant will be forfeited if the relevant person is a “bad leaver” as distinct from a “good leaver”. Unless the Board determines otherwise at its sole discretion, Options held by good leavers will expire upon cessation of employment; ● if a participant acts fraudulently or dishonestly or is in breach of their obligations to the Company or its subsidiaries, the Board may determine that any unvested Options held by the participant immediately lapse and that any unvested Shares held by the participant be forfeited; ● in certain circumstances Options can vest early upon a change of control event as defined under the Plan rules; ● the total number of Options and Shares which may be offered by the Company under these Rules shall not at any time exceed 5% of the Company's total issued Shares when aggregated with the number of Options and Shares issued or that may be issued as a result of offers made at any time during the previous three year period under an employee incentive scheme; ● the Board has discretion to impose restrictions (except to the extent prohibited by law or the ASX Listing Rules) on Shares issued or transferred to a participant on vesting of an Option or a Performance Right, and the Company may implement appropriate procedures to restrict a participant from so dealing in the Shares; and ● the Board is granted a certain level of discretion under the Employee Incentive Programme (EIP), including the power to amend the rules under which the EIP is governed and to waive vesting conditions, forfeiture conditions or disposal restrictions, including but not limited to the execution of the EIP's terms upon termination of employment. The options will vest on the date determined by the Board and as specified in the Invitation Letter. Under the terms of the ESOP, all Options issued under the plan immediately vest following a Change of Control Event, defined under the Plan rules as a relevant interest in more than 50% of all issued shares. On 15 April 2026, following Horizon Oil Limited notifying the market of its relevant interest in the Company of 51.39%, all options on issue immediately vested. 3,149,921 options were granted under the ESOP during FY 2026 (FY 2025: 3,411,549). During the year, the Company issued 2,719,869 ordinary fully paid shares resulting from the exercise of options with various exercise prices which were settled utilising the cashless exercise. 37 Cue Energy Resources Limited Annual Report 2026
RkJQdWJsaXNoZXIy MjE2NDg3