Ann: Notice of Annual General Meeting/Proxy Form, page-2

Resolution 5 - Approval of Taruga Minerals Limited’s Incentive Plan

The key features of the Incentive Plan are as follows:
(e) The Board will determine the number of Incentive Options (or Performance Rights as applicable)
to be granted to Eligible Participants (or their nominees), the vesting conditions (if any) and expiry
date of the Incentive Options at its sole discretion. As at the date of this Notice, the Board intends
to cap the maximum number of equity securities issued under the Incentive Scheme within the
three year period from the date of passing of Resolution 5 is 50,000,000 securities.;

RESOLUTIONS 6 to 9 - GRANT OF INCENTIVE OPTIONS TO THE
DIRECTORS

VOTE YES - OR You must approve a pay rise? Textbook way to put pressure on shareholders to approve

The proposed issues pursuant to Resolutions 6 to 9 fall within ASX Listing Rule 10.14.1 and
does not fall within any of the exceptions in ASX Listing Rule 10.15. It therefore requires the
approval of Taruga Minerals shareholders under Listing Rule 10.14.
If resolution 6 is passed, Taruga will be able to proceed with the Issue of Incentive Options
to Mr Steinepreis as part of its remuneration planning, preserving the Company’s cash.
If Resolution 6 is not passed, Taruga will not be able to proceed with the Issue of Incentive
Options to Mr Steinepreis as part of its remuneration planning, therefore the Company may
be required to increase the cash remuneration paid to directors.
If resolution 7 is passed, Taruga will be able to proceed with the Issue of Incentive Options
to Mr Gasson as part of its remuneration planning, preserving the Company’s cash.
If Resolution 7 is not passed, Taruga will not be able to proceed with the Issue of Incentive
Options to Mr Gasson as part of its remuneration planning, therefore the Company may be
required to increase the cash remuneration paid to directors.
If resolution 8 is passed, Taruga will be able to proceed with the Issue of Incentive Options
to Mr Cronin as part of its remuneration planning, preserving the Company’s cash.
If Resolution 8 is not passed, Taruga will not be able to proceed with the Issue of Incentive
Options to Mr Cronin as part of its remuneration planning, therefore the Company may be
required to increase the cash remuneration paid to directors.
If resolution 9 is passed, Taruga will be able to proceed with the Issue of Incentive Options
to Mr de Mori as part of its remuneration planning, preserving the Company’s cash.
If Resolution 9 is not passed, Taruga will not be able to proceed with the Issue of Incentive
Options to Mr de Mori as part of its remuneration planning, therefore the Company may be
required to increase the cash remuneration paid to directors.






DIRECTORS - PAID $1.2MILLION PER YEAR? + FREE OPTIONS AS INCENTIVE PLAN ON THE FIRST YEAR INTERESTING?