Ann: Notice of Extraordinary General Meeting/Proxy Form-CM8.AX, page-4

Dom has found cheaper financing for the loan they took out to buy Track (7.5% vs current 12.5% iirc)
Part of the new financing deal gives the financers the option to take the repayments as shares instead of cash, though they will cop a 30% premium to current sp if they do so.

Dom can't just dilute shares willy nilly, he needs shareholder approval, hence the call for the egm.

They're also giving Hans a big chunk of shares for performance, unrelated to the refinancing deal. Not sure what that is all about and since they've been cagey on the recent performance of Track it's very hard to judge if it's warranted. If it's Sp performance we're going by, then all senior management deserve to take a hair cut imo, but who knows, maybe Hans has been smashing it... In which case Dom needs to make a better case.

If you're thinking of buying Cm8 shares please take the time to go through the announcements, or if it's a little bit too technical I'd recommend getting professional advice before taking the plunge.