Performance Rights Plan (PR Plan)

McPherson’s Limited Performance Rights Plan (PR Plan)

The issuing of performance rights is a recognised practice in Australia as part of the remuneration of senior executives. A summary of the operation and terms of MCP’s PR Plan is set out below:

• The PR Plan is open to certain senior management and (subject to shareholder approval) executive Directors of the Company or of any subsidiary of the Company, as determined by the Board.
• The Board may invite eligible persons to participate in the PR Plan. Participation is voluntary. The Board may determine the number of performance rights to be issued under the PR Plan (Rights) and other terms of issue of Rights under the PR Plan.
• All Rights are granted at a nil issue price and nil exercise price unless otherwise determined by the Board and each Right enables the holder to be issued one Share upon exercise, subject to the rules governing the PR Plan (Plan Rules).
• Subject to the Corporations Act and ASX Listing Rules, the Company may financially assist a person to pay for the grant of a Right or pay any exercise price in respect of a Right. However, as it is intended that all Rights be granted at a nil issue price and exercise price, it is not intended that the Company will make any loans in relation to the acquisition of Rights.
• Rights holders are not permitted to participate in new issues of securities by the Company. However, adjustments may be made to the number of shares over which the Rights are granted or their exercise price to take into account changes in the capital structure of the Company that occur, including by way of pro rata and bonus issues, in accordance with the Plan Rules and the ASX Listing Rules.
• The PR Plan limits the number of Rights that the Company may issue, such that the sum of all Rights and options on issue and offered under all employee incentive schemes of the Company does not, if they are all exercised, equate to more than 5% of the ordinary shares on issue by the Company.
• The treatment of issued Rights on a change in ownership or control of the Company or all or a substantial part of the assets of the Company will be determined at the discretion of the Board having regard to all the prevailing circumstances.

The PR Plan was approved by the Board on 20 September 2013.

Please see the Performance Rights Plan Rules for further information regarding the PR Plan: Performance Rights Plan - Plan Rules