Announcement PDF TERMS AND CONDITIONS OF PERFORMANCE SHARES Rights attaching to the Performance Shares (a) (Performance Shares) Each Performance Share is a share in the capital of Recce Limited (ACN 124 849 065) (Company). (b) (General meetings) Each Performance Share confers on the holder (Holder) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to holders of fully paid ordinary shares in the capital of the Company (Shareholders). Holders have the right to attend general meetings of Shareholders. (c) (No voting rights) A Performance Share does not entitle the Holder to vote on any resolutions proposed by the Company except as otherwise required by law. (d) (No dividend rights) A Performance Share does not entitle the Holder to any dividends. (e) (No rights to return of capital) A Performance Share does not entitle the Holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise. (f) (Rights on winding up) A Performance Share does not entitle the Holder to participate in the surplus profits or assets of the Company upon winding up. (g) (Not transferable) A Performance Share is not transferable. (h) (Reorganisation of capital) If at any time the issued capital of the Company is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of reorganisation. (i) (Application to ASX) The Performance Shares will not be quoted on ASX. However, if the Company is listed on ASX at the time of conversion of the Performance Shares into fully paid ordinary shares (Shares), the Company must within 10 Business Days apply for the official quotation of the Shares arising from the conversion on ASX. (j) (Participation in entitlements and bonus issues) A Performance Share does not entitle a Holder (in their capacity as a holder of a Performance Share) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues. (k) (No other rights) A Performance Share gives the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms. Conversion of the Performance Shares (l) (Conversion on achievement of milestone) Subject to paragraph (m), a Performance Share in the relevant class will convert into one Share upon achievement of: (m) (i) Class A: the volume weighted average price of Shares as traded on ASX over 20 consecutive trading days on which the Shares are traded is not less than $0.30 on or before 19 August 2020 (Milestone). (ii) Class B: the Company is awarded the US Food and Drug Administration’s (FDA) Investigational New Drug (IND) status (or the European equivalent by the European Medicines Agency (EMA)) on or before 19 August 2020 (Milestone). (iii) Class C: the volume weighted average price of Shares as traded on ASX over 20 consecutive trading days on which the Shares are traded is not less than $0.60 on or before 20 August 2020 (Milestone). (iv) Class D: the volume weighted average price of Shares as traded on ASX over 20 consecutive trading days on which the Shares are traded is not less than $1.20 on or before 20 August 2020 (Milestone). (Deferral of conversion if resulting in a prohibited acquisition of Shares) If the conversion of a Performance Share would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) (General Prohibition) then the conversion of that Performance Share shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Share would result in a contravention of the General Prohibition: (i) Holders may give written notification to the Company if they consider that the conversion of a Performance Share may result in the contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Company to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition. (ii) The Company may (but is not obliged to) by written notice to a Holder request a Holder to provide the written notice referred to in paragraph (m)(i) within seven days if the Company considers that the conversion of a Performance Share may result in a contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Company to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition. (n) (Redemption if Milestone not achieved) If the relevant Milestone is not achieved by the required date, then each Performance Share in that class will be automatically redeemed by the Company for the sum of $0.00001 within 10 Business Days of non satisfaction of the Milestone. (o) (Conversion procedure) The Company will issue the Holder with a new holding statement for any Share issued upon conversion of a Performance Share within 10 Business Days following the conversion. (p) (Ranking upon conversion) The Share into which a Performance Share may convert will rank pari passu in all respects with existing Shares.