general meeting explanatory notes, page-4

I'm not concerned about the options as it means the sp will need to be above 4c for the directors to bother taking the risk of converting. The dilution factor is very low when taking into account up to 2b outstanding options from 1c to 2c floating around, and maybe another 800-900m shares that the chinese could pay 3.3cps to get 19.9% of PDY. 2 of the directors currently get just $32700 pa each.

As a holder in ROG, I recently voted against the directors giving themselves a much larger percentage of the company through picking up 5 year options at only 25% above the price of the shares at the time of the meeting. Now that's setting the bar low! 25% above the current sp, with 5 years to play.

At least this is 100% above the current sp and is well above the conversion price of the other 2b options which will dilute the company significantly over the next couple of months.

As for the increase in the total amount the company can pay directors each year, I think it is a reflection of where the company is heading. I've previously been vocal about the dodgy people running the show and am sure this is designed to attract quality personnel as PDY moves toward a future rerating.

With potentially up to $60m coming in over the next 2 years, I think PDY can afford the increase and at the moment it is simply positioning itself for the changes that are coming, including filling another director position if the Taifeng offer succeeds. I would expect at least 1 of the current non-executive directors to stand aside as it doesn't take 5 men to run PDY even if the chinese jump onboard.

AGU will need to raise funds going forward so there is a possibility Taifeng may put a similar poposal to management as they have for PDY. Personally I would like PDY and AGU to merge so there is only only board running the show. This in itself will reduce the amount of dierctor fees paid out even taking into account any increases sought by PDY. It will also save another $.5m in admin fees and stop any dilution of AGU who can tap into the potential pool of cash PDY will bring in through having so many cheap options sitting around.

IMO putting AGU into PDY now will help PDY by increasing the shares on issue by about another 1b, which Taifeng will then need to pay extra to hold onto 19.9% of the larger company. It will also cost them a lot more to increase their holding to 30% through 5c options. Then Taifeng can take 50% of the entire project resource which may cost them close to $1b in a couple of years.

Don't sweat over the director options or the increase in what can be paid to the directors. 2 years from now I believe the real benefits of having a quality board will reward holders.