Further to my earlier post re. the 800,000 ATRAA 30/11/24 $.375 'in the money' options being gifted under the ESOP, I've been doing some further digging and did manage to find a reference to the ESOP in the 2022 Notice of AGM, up the back in Attachment 1 - Summery of the Employe Share Option Plan. To summarise the key points:
The ESOP is; "to extend to Directors, employees, contractors or prospective participants who meet that criteria on appointment (Eligible
Participant) (or the Eligible Associate of such person)", where an eligible Associate includes; "an immediate family member of an Eligible Participant" - an extremely broad definition of 'employee' IMHO!.
"The Options are to be issued for no consideration on the date of their issue (Issue Date)."
"The exercise price of an Option is to be determined by the Board at its sole discretion (Exercise Price)".Apart from the extremely broad eligibility criteria, the terms of the ESOP appear to me to be fairly standard in giving the Board wide scope to vary the key T&C's, and I cannot find a requirement in it for shareholder approval to be granted before issuing new options.
In trying to understand who these option were being gifted to, I went back to the 2022 Annual Report where I found in section 6 - Remuneration Report, page 11; "At the discretion of the Committee from time to time shares are issued to executives to reflect their achievements. The Board has approved the Employee Share Option Plan (the “ESOP”) and options subsequent to shareholder approval were issued to Directors and other employees and consultants." So, my reading of this is that the Board had previously only approved issuance on options under the ESOP subsequent to shareholder approval being given, i.e. after a positive shareholder vote on a relevant motion at a General Meeting, which is not the case with this current proposed issuance.
None of this would be an issue for me if the options being granted were 'out of the money', providing the ESOP recipient with incentive to improve the share price and thereby aligning their interests with those of us shareholders, but as somebody/s eligible for the ESOP are effectively being gifted ATRAA's valued between $196k - $272k with no apparent KPI's or other qualifications, I think it is reasonable that in the interest of transparency there should be a statement from the company informing shareholders of the details.
GLTAH!
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