Ann: Issuance of Convertible Notes & Warrants for up to $46m, page-109

Absolutely agree, Performance Rights / Shares are no benefit or are rarely aligned to shareholder wealth creation and / or share price appreciation and / or add no finances to the Company's cash / cash equivalents as opposed to (as you highlighted) options with a future strike price should incentivise board / management and KMP's to reach outcomes for those options to be exercised.

Noted Letters from Remuneration & Nomination Committee Chair for both the 2023 & 2024 Annual Reports;

• 2023 Annual Report;

Last year the Company received a "first-strike" against the remuneration report, with the result being one that is troubling for the Remuneration & Nomination Committee and the whole Board. We have sought to re-dress the underlying causes in this financial year.

In the prior year, concern was raised about the level of communication provided to shareholders on the amount of remuneration provided to executives and directors. Acknowledging that they could have done better and this year we have added further details on how we have structured the remuneration policies. Also during the year, they had met with a number of proxy advisors and shareholder firms, to understand their concerns regarding the remuneration structures, with the changes below being a result of those consultations.

Changes to remuneration:
The Remuneration and Nomination Committee regularly reviews the executive remuneration to ensure it is aligned with best practice. To that end we are making the following changes;
~ Enhance disclosure in the Remuneration Report on our Executive KPI's, the link between pay and performance and the achievement of those KPI's'
~ Introducing Restrictive Stock Units (RSUs) and Performance Rights (PRs), rather than using options, to prevent dilution of shareholders and to more closely align IMU to our peer group.

** What has me perplexed, is some of the terminology used, "aligned with best practice" being one, they use consultants to get a better understanding of the concerns in regards to the remuneration structure and will be wondering why they have receive a second strike against the Remuneration Report in 3 years!
** The Remuneration Committee makes the ludicrous statement that issuing Performance Rights / RSU's is somehow better and less dilutionary than options?
This is from a company that under the guidance of Hopper / Chong since 2018 has seen SOI go from 3,599,845,520 to 7,350,071,105 & 1,095,992,841 options in 2024, ++ news Flash, its too late to be concerned with dilution ++

• 2024 Annual Report; & changes for FY24

In-light of the "first strike" received in 2022, the Board has restructured its remuneration policy, to more closely align the executive to the Company's longer term goals.

The changes include:
~ More closely aligning STI to the corporate goals,
~ STI is set at 75% of individual goals and 25% CEO/Corporate goals, and;
~ Implementation of RSU's and PR's rather than options.

** Pretty much regurgitating what they said the previous Letter to Shareholders (2023), and sums up their interesting use of the word, re-dress.

It is quite obvious, shareholders didn't like it as they received another first-strike against the remuneration report, furthermore, although the resolutions were passed the voting against the resolutions was also high;

- Resolution 2, re-election of Russell - against 14.33%
- Resolution 4, issue of Performance Rights to Hopper - against 41.79%
- Resolution 5, issue of Performance Rights to Chong - against 35.67%
- Resolution 6, issue of RSU's to Dupont - against 29.94%
- Resolution 7, issue of RSU's to Eckstein - against 32.01%
- Resolution 8, issue of RSU's to Russell - against 32.02%
- Resolution 9, issue of RSU's to Drapkin - against 31.02%

*Note, another strike against the Remuneration Report at the 2025 AGM will be interesting, and quite honestly unless there is a marked improvement to the Executive performance, to share holder wealth and to the share price a further strike will be justifiable. As much as the "Remuneration & Nomination Committee" likes to believe that they have structured an executive framework that is market competitive and complementary to the reward strategy of the Company, there is something fundamentally wrong with their philosophy as they are not retaining high performance and high quality personnel.

From my perspective, the only reward strategy obvious is pocket lining!!!

The sudden resignation of Eckstein (imo) indicates that he either fell on his own sword or was encouraged to resign given he was the chairman of the Remuneration & Nomination Committee.

There is a plethora of what I perceive to be just plain exorbitant amounts of shareholders money being paid in wages, bonuses with shareholders net wealth going backwards & receiving nothing back (ie: the exercise price to convert options) other than share price depreciation and a continuous share dilution.

Example: The Merry Go Round of Chief Medical Officers ~ remuneration to reward, encourage, incentivise to maintain quality personnel isn't working.
++ A snippet for you @tuts

Using the latest CMO, how can it be justified that he was awarded a $252,000 bonus on top of his $602,000 salary after a meagre 10 months employment?

Is the Company currently strategically thwarting any possible future take-over interest based on the amount of share on issue,
~ fully diluted that being 8,446,063,946 (7,350,071,105 SOI + 1,095,992,841 options) which also makes a mockery out of the reasoning behind issuing Performance Rights and Restrictive Stock Units.

Finally, IMO Chong abstaining from voting would be her Performance Rights are aligned to meeting performance milestones (capital raises, cash management partnering & collaboration activities, clinical development) and not some "gripe" or disagreement with the board or Hopper.

Cheers