2025 AGM Notice of Meeting, Letter of Access and Proxy
Released
Released
Announcement PDF
Atturra Limited
ABN 34 654 662 638
ASX Announcement
12 September 2025
2025 Annual General Meeting
Sydney, Australia, 12 September 2025 – Atturra Limited (ASX: ATA) (Atturra or the Company), a leading
advisory and technology services business in designing, implementing, and maintaining IT solutions,
attaches the following documents in relation to its FY2025 Annual General Meeting (AGM):
• AGM Notice of Meeting, including the Online Meeting Guide;
• Letter of Access; and
• Proxy Form.
- ENDS This announcement has been authorised for release by the Board of Atturra Limited.
About Atturra:
Atturra is an ASX-listed technology business providing a range of enterprise advisory, consulting, IT
services and solutions with a focus on local government, utilities, education, defence, federal government,
financial services and manufacturing industries, Atturra has partnerships with leading global providers
including Boomi, Cisco, HP, HPE, Infor, Microsoft, Nuix, OpenText, QAD, Smartsheet, Snowflake, and
Software AG, and its clients are some of the largest public and private sector organisations in Australia.
For more information visit: www.atturra.com.
For further information, please contact:
Investors
Danny Younis
P: 02 8260 7919
E: investorrelations@atturra.com
Media
Dylan Marks
P:02 8260 7918
E: media@atturra.com
Atturra Limited
info@atturra.com
Level 2, 10 Bond Street
www.atturra.com
Sydney NSW 2000
ACN: 654 662 638
Atturra Limited
Notice of 2025 Annual General Meeting
Explanatory Statement | Proxy Form
Tuesday, 14 October
2025
10:00 AM AEDT
Held as a Virtual Meeting
This Notice of Meeting should be read in its
entirety. If Shareholders are in doubt as to how
they should vote, they should seek advice from
their professional advisers prior to voting.
Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
Contents
Venue and Voting Information
2
Notice of Annual General Meeting – Agenda and Resolutions
4
Notice of Annual General Meeting – Explanatory Statement
8
Glossary
29
Annexure A – Key Terms of the Long-Term Incentive Plan
32
AGM Meeting Guide
Attached
Proxy Form
Attached
Important Information for Shareholders about the Company’s 2025 AGM
This Notice is given based on circumstances as at 12 September 2025. Should circumstances
change, the Company will make an announcement on the ASX market announcements platform
and on the Company’s website at https://investors.atturra.com/meetings/. Shareholders are urged
to monitor the ASX announcements platform and the Company’s website.
Venue and Voting Information
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be
held at 10:00AM AEDT on Tuesday, 14 October 2025 as a virtual meeting.
To be able to hold this Meeting using virtual meeting technology only, as permitted by the
Company’s Constitution, the Company is relying upon s249R(c) of the Corporations Act.
How Do I Participate in the Meetings Online?
Securityholders must use the Computershare Meeting Platform to attend and participate in the
meeting.
To
participate
in
the
meeting,
you
can
log
in
by
entering
the
following
URL
https://meetnow.global/MN6DTHU on your computer, tablet or smartphone.
Online registration will open 30 minutes before the meeting.
To make the registration process quicker, please have your SRN/HIN and registered postcode or
country code ready. Proxyholders will need to contact Computershare prior to the meeting to
obtain their login details.
To participate in the meeting online follow the instructions below.
1. Click on ‘Join Meeting Now’.
2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024
prior to the meetings to obtain their login details.
3. Enter your postcode registered to your holding if you are an Australian securityholder. If
you are an overseas securityholder select the country of your registered holding from the
drop-down list.
4. Accept the Terms and Conditions and ‘Click Continue’.
Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
2
You can view the meeting live, ask questions verbally or via a live text facility and cast votes at the
appropriate times while the meeting is in progress.
The business of the Annual General Meeting affects your shareholding, and your vote is important.
More information regarding participating in the AGM online can be found attached to this Notice
of Meeting.
Voting by Proxy
Online
Lodge the Proxy Form online at www.investorvote.com.au by following the
instructions provided on the website. You will need your HIN or SRN and
postcode/country code to lodge your Proxy Form online.
By post
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001 Australia
By hand
452 Johnston Street, Abbotsford VIC 3067
Your Proxy instruction must be received not later than 48 hours before the commencement of the
Meeting. Proxy Forms received later than this time will be invalid.
Power of Attorney
If the Proxy Form is signed under a Power of Attorney on behalf of a Shareholder, then the attorney
must make sure that either the original Power of Attorney or a certified copy is sent with the Proxy
Form, unless the Power of Attorney has already provided it to the Share Registry.
Corporate Representatives
If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting,
the representative should provide the Share Registry with adequate evidence of their
appointment, unless this has previously been provided to the Share Registry.
Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
3
Notice of Annual General Meeting
Notice is hereby given that an Annual General Meeting of Shareholders of Atturra Limited ACN 654
662 638 will be held at 10:00AM AEDT on Tuesday, 14 October 2025 as a virtual meeting
(Meeting).
The Explanatory Statement to this Notice of Meeting provides additional information on matters
to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form
forms part of this Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations
2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are
registered Shareholders at 10:00AM AEDT on Sunday, 12 October 2025.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in
the Glossary.
Agenda
Ordinary business
Financial statements and reports
“To receive and to consider the Annual Financial Report of the Company for the financial year ended 30
June 2025 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report
and the Auditor’s Report for that financial year.”
Note: This item of ordinary business is for discussion only and is not a resolution.
Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the
Meeting to ask questions about, or make comments in relation to, each of the aforementioned
reports during consideration of these items.
Resolutions
Remuneration Report
1.
Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes,
approval is given for the adoption of the Remuneration Report as contained in the Company’s
Annual Financial Report for the financial year ended 30 June 2025.”
Note: The vote on this Resolution is advisory only and does not bind the Directors or the
Company.
Voting Exclusion Statement: In accordance with the Corporations Act, the Company will
disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s
key management personnel (including the Directors), whose remuneration details are
included in the Remuneration Report (KMP), or any of that person’s Closely Related
Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
4
Parties (such as close family members and any controlled companies of those persons)
(collectively referred to as Restricted Voter). However, the Company need not disregard a
vote if:
(a)
it is cast by a person as a proxy appointed in writing that specifies how the proxy is
to vote on Resolution 1; and
(b)
it is not cast on behalf of a Restricted Voter.
If you appoint the person chairing the Meeting (Chair) and you are not a Restricted Voter,
by submitting the Proxy Form you authorise the person chairing the Meeting to exercise
the proxy even though Resolution 1 is connected directly or indirectly with the
remuneration of a KMP, and you will be taken to have directed the Chair to vote in
accordance with his or her stated intention to vote in favour of Resolution 1. If you do not
want your vote exercised in favour of Resolution 1, you should direct the person chairing
the Meeting to vote “against”, or to abstain from voting on, this Resolution.
Re-election of Directors
2.
Resolution 2 – Re-election of Jonathan Rubinsztein as Director
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That Jonathan Rubinsztein, a Director who retires by rotation in accordance with the Company’s
Constitution and ASX Listing Rule 14.5, and being eligible offers himself for re-election as a Director
of the Company, effective immediately.”
Issue of Performance Rights to Director
3.
Resolution 3 – Approval for the Issue of Performance Rights to
Stephen Kowal
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve
the issue of 1,040,235 Performance Rights (and the issue of Shares upon the vesting of those
Performance Rights) under the Company's Long Term Incentive Plan to Stephen Kowal, Director
and CEO of the Company, and otherwise on the terms and conditions set out in the Explanatory
Statement which accompanies and forms part of this Notice of Meeting."
Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 3 by or on behalf of:
(a)
a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate
in the Company’s Long-Term Incentive Plan; or
(b)
an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 3 by:
(i)
a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with directions given to the proxy or attorney to vote on the
Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
5
Resolution in that way; or
(ii)
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
on the Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(iii)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
•
•
the beneficiary provides written confirmation to the holder that the beneficiary
is not excluded from voting, and is not an associate of a person excluded from
voting, on the Resolution; and
the holder vote on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Voting Prohibition Statement: In accordance with section 250BD of the Corporations
Act, a person appointed as a proxy must not vote, on the basis of that appointment, on
Resolution 3 if:
(a)
(b)
the proxy is either:
(i) a member of the Company’s Key Management Personnel; or
(ii) a closely related party of a member of the Company’s Key Management
Personnel; and
the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
(a)
(b)
the proxy is the Chair of the Meeting; and
the appointment expressly authorises the Chair to exercise the proxy even if the
Resolution is connected directly or indirectly with remuneration of a member of the
Company’s Key Management Personnel.
Ratification of Prior Issue of Placement Shares
4.
Resolution 4 – Ratification of Prior Issue of Placement Shares
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify
the allotment and prior issue of 934,491 shares to Chrome Consulting Pty Ltd under Listing Rule
7.1 and otherwise on the terms and conditions set out in the Explanatory Statement which
accompanies and forms part of this Notice of Meeting.”
Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 4 by or on behalf of:
(a) Chrome Consulting Pty Ltd); or
(b) an Associate of Chrome Consulting Pty Ltd.
However, this does not apply to a vote cast in favour of Resolution 4 by:
Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
6
(i) a person as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with directions given to the proxy or attorney to vote
on the Resolution in that way; or
(ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
on the Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity
on behalf of a beneficiary provided the following conditions are met:
•
the beneficiary provides written confirmation to the holder that the beneficiary
is not excluded from voting, and is not an associate of a person excluded from
voting, on the Resolution; and
•
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Renewal of Proportional Takeover Provisions
5.
Resolution 5 - Renewal of Proportional Takeover Provisions
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
"That, for the purposes of section 648G of the Corporations Act and for all other purposes, the
Proportional Takeover Provisions set out in Clause 37 of the Company’s Constitution be renewed
for a period of three years from the date of the Meeting.”
Approval for Financial Assistance
6.
Resolution 6 – Approval for Financial Assistance of Named
Subsidiary
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
"That, for the purposes of section 260B(1) and section 260B(2) of the Corporations Act 2001,
approval is given for the financial assistance to be provided by the Named Subsidiary, in
connection with the Blue Connections Acquisition, as described in the Explanatory Statement
accompanying this Notice."
There is no Voting Exclusion Statement in respect of Resolution 6.
BY ORDER OF THE BOARD
Kunal Shah
Company Secretary
Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
7
Explanatory Statement
This Explanatory Statement has been prepared for the information of the Shareholders in
connection with the business to be conducted at the Annual General Meeting to be held at
10.00AM AEDT on Tuesday, 14 October 2025 as a virtual meeting.
The purpose of this Explanatory Statement is to provide information which the Directors believe
to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of
Meeting.
If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice
of Meeting and this Explanatory Statement, it is recommended that you seek advice from an
accountant, solicitor or other professional advisor.
Full details of the business to be considered at the Annual General Meeting are set out below.
Agenda
Ordinary business
Financial statements and reports
In accordance with the Constitution and the Corporations Act, the business of the Annual General
Meeting will include receipt and consideration of the Annual Financial Report of the Company for
the financial year ended 30 June 2025 together with the declaration of the Directors, the Director’s
Report, the Remuneration Report and the Auditor’s Report.
In accordance with the amendments to the Corporations Act, the Company is no longer required
to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a
Shareholder has specifically elected to receive a printed copy.
Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless
specifically requested to do so, Shareholders may view the Company Annual Financial Report on
its website at www.atturra.com.
No resolution is required for this item, but Shareholders will be given the opportunity to ask
questions and to make comments on the management and performance of the Company.
The Company’s auditor will be present at the Meeting. During the discussion of this item, the
auditor will be available to answer questions on the:
▪
Conduct of the audit;
▪
Preparation and content of the Auditor’s Report;
▪
Accounting policies adopted by the Company in relation to the preparation of the financial
statements; and
▪
Independence of the auditor in relation to the conduct of the audit.
Written questions of the auditor
If you would like to submit a written question about the content of the Auditor’s Report or the
conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your
question to the Company Secretary. A list of qualifying questions will be made available at the
Meeting.
Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
8
Please note that all written questions must be received at least five business days before the
Meeting, which is by Tuesday, 7 October 2025.
Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
9
Resolutions
Remuneration Report
Resolution 1 – Adoption of Remuneration Report
Background
In accordance with section 250R(2) of the Corporations Act, the Company is required to present to
its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.
The vote on the Resolution is advisory only and does not bind the Directors or the Company. The
Remuneration Report is set out in the Company’s Annual Financial Report and is also available on
the Company’s website at www.atturra.com.
However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at
the Meeting (subject of this Notice of Meeting), and then again at the 2026 Annual General Meeting
(2026 AGM), the Company will be required to put to the vote a resolution (Spill Resolution) at the
2026 AGM to approve the calling of a further meeting (Spill Meeting). If more than 50% of
Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting
within 90 days of the 2026 AGM. All of the Directors who were in office when the 2026 Directors’
Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting.
The Remuneration Report explains the Board’s policies in relation to the nature and level of
remuneration paid to KMPs (including Directors) and sets out remuneration details, service
agreements and the details of any share-based compensation.
Voting
Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting.
In particular, the Directors and other Restricted Voters must not vote on this Resolution and must
not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is
given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even
though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in
doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated
intention to vote in favour of Resolution 1.
Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy
on how to vote on this Resolution.
Directors’ Recommendation
The Directors have not made a recommendation for this Resolution.
The Chair of the Meeting intends to cast all undirected proxies in favour of this Resolution.
Re-election of Director
Resolution 2 – Re-election of Jonathan Rubinsztein as Director
Background
The Company’s Constitution requires that at every general meeting, an election of Directors must
be held. All eligible Directors can seek re-election by the Shareholders. Further, ASX Listing Rule
Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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14.5 provides that an entity which has Directors must hold an election of Directors at each annual
general meeting.
Jonathan Rubinsztein was appointed as a Non-Executive Director of the Company on 4 November
2021 and was last re-elected by Shareholders at the Company’s 2022 AGM.
Under this Resolution, Jonathan Rubinsztein has elected to retire by rotation, and being eligible,
seeks re-election as a Director of the Company at this AGM.
Jonathan is currently the Chief Executive Officer at Nuix Limited (ASX: NXL) a listed global company
and a leading provider of investigative analytics and intelligence software.
Previously, Jonathan was Managing Director and CEO of an ASX-listed SaaS company, Infomedia
Ltd (ASX: IFM).
Prior to his role at IFM, Jonathan was CEO and founding shareholder at UXC Red Rock Consulting,
where he was instrumental in growing the business from a start-up to over 700 people across 13
offices in Australia, New Zealand, India and Singapore. Jonathan was also a Founder and Director
Directors’ Recommendation
The Directors (excluding Jonathan Rubinsztein) recommend that Shareholders vote for this
Resolution.
The Chair of the Meeting intends to cast all undirected proxies in favour of this Resolution.
Issue of Performance Rights to Director
Resolution 3 – Approval for the Issue of Performance Rights to
Stephen Kowal
Background
This Resolution seeks Shareholder approval to issue 1,040,235 Performance Rights (Performance
Rights) to Director and CEO Stephen Kowal under the Long-Term Incentive Plan.
If Shareholder approval is obtained, the Performance Rights will be issued to Mr Kowal on or after
14 October 2025 (Grant Date). in the following two categories:
Category A: 373,568 Performance Rights (Retention Rights); and
Category B: 666,667 Performance Rights (Incentive Rights).
The Performance Rights have been divided into two distinct categories on the basis that the
performance criteria (Performance Criteria) and performance periods (Performance Periods)
applicable to the Performance Rights vary between the Retention Rights and the Incentive Rights
(as set out below).
•
The number of Performance Rights to be granted to Mr Kowal has been calculated in
relation to the Retention Rights, based on a market evaluation of the remuneration
packages of CEOs of similar sized organisations and advice received from a remuneration
consultant; and
Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
11
•
in relation to the Incentive Rights, by dividing $550,000 (being Mr Kowal's remuneration
per annum) by 82.5 cents (being the rounded 30-day VWAP for the period ending 12
August 2025), rounded down to the nearest 1000 Incentive Rights.
Mr Kowal will be entitled to receive one fully paid ordinary share in the capital of the Company
(Share) for each Performance Right that vests.
If the applicable Performance Criteria in respect of particular Performance Rights is not satisfied
during the applicable Performance Period, those Performance Rights will lapse and Mr Kowal will
not be allocated with any Shares in respect of those Performance Rights.
The Performance Criteria is as follows:
(A) Retention Rights
The percentage (if any) of the 373,568 Retention Rights that vest will be determined with reference
to Mr Kowal's continuous employment with the Company or any of its subsidiaries (Group) during
the applicable Performance Periods. Mr Kowal's Retention Rights vest in three tranches. The
vesting schedule in relation to the Retention Rights is set out in the table below:
Tranche
No.
No.
of
Retention
Rights
Vesting Criteria
Vesting Periods
1
124,523
Mr Kowal's
employment
Group
continuous
with the
From the Grant Date until
the date that is 12 months
after the Grant Date
2
124,523
Mr Kowal's
employment
Group
continuous
with the
From the Grant Date until
the date that is 24 months
after the Grant Date
3
124,522
Mr Kowal's
employment
Group
continuous
with the
From the Grant Date until
the date that is 36 months
after the Grant Date
Total:
373,568
If the Performance Criteria in respect of a particular tranche of Retention Rights is satisfied during
the applicable Performance Periods, that tranche of Retention Rights will vest, and the Company
will allocate Shares to Mr Kowal, on or around the end date of the applicable Performance Periods.
ASX Guidance Note 19 provides that, in the context of compliance with ASX Listing Rule 6.1, a
performance milestone attached to a performance security may not be appropriate and equitable
if the performance securities are issued to a director or other officer who is otherwise being
Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
12
reasonably remunerated for their services where the milestone to be achieved is merely that the
director or officer hold office until a nominated date. The case may be different, however, if the
director or other officer is not otherwise being reasonably remunerated for their services and the
performance securities are effectively being issued in lieu of director's fees or executive
remuneration.
The non-conflicted Directors of the Company (being Shan Kanji, Nicole Bowman and Jonathan
Rubinsztein) have carefully considered the issue of the Retention Rights to Mr Kowal in the context
of Mr Kowal's current total remuneration package (as detailed below) and have formed the view
that, given the circumstances of the Company, the quantum and term of the Retention Rights, and
the responsibilities held by Mr Kowal as the CEO and as an executive director of the Company, the
issue of the Retention Rights to Mr Kowal forms part of his core remuneration package and, if the
issue of Performance Rights to Mr Kowal is approved under this Resolution 3, the Retention Rights
issued to Mr Kowal will effectively be issued in lieu of other forms of executive remuneration.
(B) Incentive Rights
The higher proportion of Incentive Rights that will vest if either the TSR or EPS Performance Criteria
are met as set out below. In the event that both criteria are met, the test that results in a higher
proportion of Incentive Rights vesting will be employed. The maximum number of Incentive Rights
that can vest subject to satisfaction of the performance criteria is limited to 833,333.
Performance Criteria based on Total Shareholder Return" (TSR)
The percentage (if any) of the 666,667 Incentive Rights that vest is to be determined by reference
to TSR, based on
(i) If a trading update containing preliminary results is given in relation to FY28 results
at any time after 1 March 2027, the 30-day VWAP for Shares in any 30-day period
following the publication of trading update and ending 30 days after the release of
the Company’s results (Guidance VWAP); or
(ii) If no trading update containing preliminary results is given, the 30-day VWAP for
Shares for the period following the release of the Company’s annual results in 2028
(Results VWAP),
taking into account:
(iii) any dividends paid per Share since 12 August 2025 (Start Reference Date); plus
or minus
(iv) any increase or decrease in Share price from:
(A) 82.5 cents per Share (being an agreed 30-day VWAP calculation as at the Start
Reference Date); to
(B) the Guidance VWAP or the Results VWAP (whichever is applicable),
If the Performance Criteria is satisfied, and Mr Kowal is otherwise entitled to be allocated Shares
(including satisfaction of the requirement that Mr Kowal remains employed by the Group on the
relevant allocation date), the relevant number of Performance Rights will vest, and the Company
will allocate:
Atturra Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement
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•
half of any such Shares in December 2028; and
•
the other half of any such Shares in December 2029.
Performance Criteria based on Earnings Per Share (EPS) Growth (EPS Growth)
The percentage (if any) of 666,667 Incentive Rights issued to Mr Kowal will vest based on the
Company’s EPS Growth for the period commencing on the Start Reference Date and ending on the
end date for the Guidance VWAP or Results VWAP (whichever is applicable) (End Reference Date).
To measure EPS, the Company's net profit after tax will be divided by the weighted average
number of ordinary shares in the Company on issue during the relevant financial year. To measure
EPS Growth, the EPS in the financial year immediately preceding the Start Reference Date (i.e., the
financial year ending 30 June 2025) is compared with the EPS achieved in the financial year
immediately preceding the End Reference Date.
The vesting of Incentive Rights by reference to EPS Growth will be calculated in accordance with
agreed targets:
If the EPS Growth Performance Criteria is satisfied, and Mr Kowal is otherwise entitled to be
allocated Shares (including satisfaction of the requirement that Mr Kowal remains employed by
the Group on the relevant allocation date), the relevant number of Incentive Rights will vest, and
the Company will
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