Resolution 5 AGM, page-5

Is this not just following through with a prior arrangement?

6. RESOLUTION 5 – APPROVAL OF GRANT OF OPTIONS TO PACIFIC ROAD CAPITAL MANAGEMENT PTY LTD AS NOMINEE OF MS SUSAN CORLETT 6.1 Background The Company proposes to grant 1,500,000 options to Pacific Road Capital Management Pty Ltd (as nominee of former Director Ms Susan Corlett), pursuant to an offer made by the Company to Ms Corlett in November 2016 that in recognition of the Company not paying Ms Corlett any cash remuneration for her director services, the Company would grant Ms Corlett (or her nominee) 1,500,000 options under the Company’s Share Option Plan (subject to Shareholder approval). Ms Corlett nominated Pacific Road Capital Management Pty Ltd as the recipient of the options. No further options will be issued to nominee directors of Pacific Road Capital Management at this point in time. The Company proposes to grant the options for nil consideration, with an exercise price equal to 145% of the VWAP of the Shares of the Company on the five trading days up to and including to 15 November 2016 (being $0.133 per option), vesting when granted and expiring four years after they are granted.
6.2 Reason for Approval Listing Rule 10.14 requires Shareholder approval for the issue of securities by a company to an associate of a related party of the company, which includes a person who was a director of the company in the past six months and any person who is an associate of that person. If approval is given under Listing Rule 10.14, approval is not required under Listing Rule 7.1. Chapter 2E of the Corporations Act requires a public company to obtain the approval of its shareholders in order to give a benefit to a related party, unless an exception applies. The grant of options by the Company constitutes the giving of a benefit for the purposes of Chapter 2E of the Corporations Act. Further, as a former Director within the last six months before the date of this meeting, Ms Corlett is a related party of the Company at the time of the agreement. Page 12 The Company considers that the exception set out in section 211 of the Corporations Act (remuneration and reimbursement) applies to the proposed grant of options to Pacific Road Capital Management Pty Ltd as nominee of Ms Corlett. On that basis, the Company is not seeking the approval of Shareholders for the purposes of Chapter 2E of the Corporations Act.