Ann: 2018 Notice of Annual General Meeting, page-2

In my view, there will not be a "strike two" and, by extension, there will not be the need for a spill resolution to be put to the meeting or any a subsequent spill meeting.

For anyone with a morbid curiosity in the technical detail of how a strike two and spill would work, here is a overview. As you read this keep in mind that we currently have four Board members:

- Resolution 7 (the Spill Resolution) is a contingent resolution that is conditional on Resolution 1 (the Remuneration Report) receiving a "second strike". Basically, if Resolution 1 receives at least 25% of "against" votes (i.e. same as what happened last year), then Resolution 7 will go 'live' and will also need to be voted on at the AGM. If Resolution 1 does not receive the required 25% "against" votes, then Resolution 7 will not be required and the question of a spill will melt away.

- If Resolution 1 receives a "second strike" and Resolution 7 (the Spill Resolution) also receives at least 50% of "for" votes (yes, it's a higher threshold hurdle), then a further General Meeting will be required within 90 days, at which time the relevant Director(s) positions would be vacated and new elections held.

- An interesting by-product/technicality of recent events in POS will mean that even if Resolution 7 (the Spill Resolution) is passed, only one Director (Geoff Brayshaw, acting Chairman) will be affected.

Why?

Because the two recent nominee appointments (Karl Paganin and Felicity Gooding) won't be affected because they were both appointed as Directors on 01/10/18 (i.e. they were not Directors when the Board approved the 2018 Remuneration Report). Furthermore, the Managing Director/CEO (Robert Dennis) would be exempt by virtue of his 'Managing' Director/CEO role, which is permitted/required to continue to run the company (continuity/existential issues, etc...). So, in our particular set of circumstances, given what has recently happened with the recent changes to the Board, only Geoff Brayshaw would be potentially affected if the spill motion was passed.

In summary, given the broader context of recent events, I think it's highly unlikely that the spill will happen. I think it would be a giant distraction and a waste of time. Accordingly, I will be supporting Resolution 1.