##### 



CONTENTS
 INTRODUCTION
    
    
    2BASIC INFORMATION
    
    
    2The Plan in brief
    
    
    2Participation in the Plan
    
    
    3Performance hurdles or conditions
    
    
    3Exercise of share rights
    
    
    3Restrictions on disposal of Lihir shares
    
    
    4No hedging
    
    
    4Cessation of employment
    
    
    4Change of control
    
    
    5Dividends and other
entitlements as a shareholder
    
    
    5Obtaining information 
about Lihir share prices
    
    
    5Insider trading/Share dealing guidelines
    
    
    5OTHER INFORMATION
    
    
    6Maximum number of shares
    
    
    6Boards powers
    
    
    6Amendments to Plan
    
    
    6Exclusion of liability
    
    
    6General advice only
    
    
    6TIMELINE
    
    
    7SUMMARY OF TAX IMPLICATIONS
    
    
    8Limitations
    
    
    8Apportionment Rules
    
    
    8
 A:
    
    Australian tax implications for Australian resident participants
    
    
    8B:
    
    Australian tax implications for non-resident participants
    
    
    13C:
    
    PNG tax implications for PNG resident participants
    
    
    13
 RULES OF LIHIR EXECUTIVESHARE PLAN
    
    
    141
    
    Purpose
    
    
    142
    
    Definitions and interpretation
    
    
    143
    
    Eligibility and invitations
    
    
    174
    
    Election to participate
    
    
    185
    
    Performance hurdles
    
    
    186
    
    Register of share rights
    
    
    197
    
    Vesting of share rights
    
    
    198
    
    Exercise of vested share rights
    
    
    209
    
    Cessation of employment
    
    
    2210
    
    Adjustments
    
    
    2411
    
    Control transactions
    
    
    2612
    
    Share trading policy
    
    
    2613
    
    No hedging
    
    
    2614
    
    Lapsed performance rights not exercisable
    
    
    2615
    
    No assignment
    
    
    2616
    
    Amendment
    
    
    2717
    
    Administration
    
    
    2718
    
    Rights of participating employees
    
    
    2819
    
    Governing laws
    
    
    28




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INTRODUCTION
    
    BASIC INFORMATION
  
    
    how the Plan works;
    
    participants rights and obligations under the Plan; and
    
    general tax implications.
   The Plan in brief




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Participation in the Plan
    Performance hurdles or conditions
   Exercise of share rights




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Restriction on disposal of Lihir shares
   No hedging
  Cessation of employment
  (a)
    
    If an executive ceases to be employed within 6 months after the effective date of grant of
share rights, his or her share rights will automatically lapse.(b)
    
    If an executive ceases to be employed (other than by reason of misconduct) more than 6 months
after the effective date
of grant of share rights but before those share rights are vested, then the Board may in its
discretion determine that the executive may retain his or her unvested share rights or that those
unvested share rights are to lapse.(c)
    
    If an executive ceases to be employed (other than by reason of misconduct) after share rights
have vested, then the Board may in its discretion determine that the executive may exercise
his or her share rights within the next 90 days or may determine that the share rights lapse.(d)
    
    If an executive ceases to be employed (other than by reason of misconduct) while holding shares that are restricted shares, then the Board may its discretion determine that the
executive may retain his or her shares (in which case they would
no longer be restricted shares) or that the restricted shares are to be forfeited.(e)
    
    If an executive ceases to be employed
because of misconduct, all share rights
(unvested and vested) will automatically
lapse and the executive will forfeit his or
her restricted shares.




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Change of control
  Dividends and other entitlements as a shareholder
   Obtaining information about Lihir share prices
  www.asx.com.au
   Insider trading/Share dealing guidelines




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##### 



OTHER INFORMATION
 Maximum number of shares
  Boards powers
  Amendments to Plan
  Exclusion of liability
  
    
    due to any amendment of the Plan Rules or any suspension or termination of the operation of
the Plan;
    
    due to any delay in the vesting of share rights of any participant or the acquisition by any
participant of any Lihir shares upon the exercise of any share rights; or
    
    in respect of any tax arising due to or in connection with the issue of any share rights to a
participant or the acquisition by the participant of any Lihir shares upon exercise of the
share rights, or otherwise as a consequence of his or her participation in the Plan.
 General advice only




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LIHIR EXECUTIVE SHARE PLANTIMELINE
 
 Notes to timeline
 1.
    
    VWAP is the volume weighted average price of all ordinary shares in the Company sold on the
Australian Stock Exchange over the relevant trading period. This relevant period will
generally be the trading days during the December preceding the effective date of grant.
However, this period will differ for the Managing Director and will also differ for other
participating executives in their first year of employment where they commence employment
between 1 April and 30 September.2.
    
    Effective date of grant is the date so specified in the invitation to participate in share
rights, or if no such date is specified in the invitation the actual date of grant of the
share rights. Generally, the invitations will specify 1 January in the relevant year (although
for the Managing Director the specified date was 16 September 2005 for the first year of his
participation).3.
    
    On this basis, for participants other than the Managing Director, Year 1 will be the 2006
calendar year and
the first Testing Date will be 31 December 2006. The testing date will generally be 31 December in
subsequent years. The first testing date for the Managing Director will be 15 September 2006.4.
    
    Vesting of share rights will be as determined by the Board after the testing date in each
case. This determination will generally occur at the next scheduled meeting of the Boards
Remuneration and Nomination Committee.5.
    
    Share rights may be exercised at any time after they vest (and notification of vesting is
received) up to
10 years after the effective date of grant. Thus the exercise of share rights may occur:
 (a)
    
    before the end of Year 4 (during which time restrictions on disposal will be in place); or(b)
    
    in Years 5 to 10.




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##### 



SUMMARY OF TAX IMPLICATIONS
 other than
 Limitations
  
    
    This section provides general tax advice that should be applicable to most participants in
the Plan. However, each participant should seek more specific advice on the implications in
his or her particular circumstances.
    
    This section is based on our understanding of relevant Australian and PNG tax laws as at 31
July 2006. The law may be amended, or re-interpreted by the courts, or the Australian Taxation
Office or PNG Internal Revenue Commission may change the way they administer the law. In any
of these situations, the tax implications of the Plan may differ from the description
in this section.
    
    This section does not purport to provide
financial advice. Participants should
therefore discuss with their financial
adviser whether a continuing investment
in Lihir shares is appropriate for them.
 Apportionment rules
 and
  A.
    
    AUSTRALIAN TAX IMPLICATIONS FOR RESIDENT AUSTRALIAN PARTICIPANTS




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Key Concepts
  
    
    The grant date is the date on which a participant actually receives share rights by
accepting the Companys offer of share rights in the Participation Letter addressed to the
participant. It is different from the effective date of grant.
    
    The vesting date is the first date on which the participant can exercise his or her share
rights, being the date of notification that the performance hurdles or conditions have been
satisfied on the testing date. The testing date will normally be 12 months after the effective
date of grant and the vesting date will normally be within the following 60 day period.
    
    The exercise date is the date on which the participant chooses to exercise his or her share
rights by lodging the relevant notice and associated documentation with the Company.
    
    The lapse date is the date (as specified in a participants Participation Letter) on which
the share rights lapse and can no longer be exercisednormally 10 years after the effective
date of grant.
  after
 half
 not
 Participants main choice the taxing point
 choose
 1
    
    when the participants share rights are granted (i.e. when a participant accepts the
Companys offer in the Participation Letter); or2
    
    when the cessation time occurs.
 earliest
 
    
    When the participant disposes of his or her share rights (i.e. with the prior approval of
the Board under rule 15 of the Plan Rules);




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
    
    The exercise date (if the Lihir shares the
participant receives are not subject to any
restrictions on sale or forfeiture conditions of
the kind described in rule 3.2(e) and 8.2(b)
of the Plan Rules);
    
    Otherwise, when the Lihir shares cease to be subject to such restrictions on sale or
forfeiture conditions, or notwithstanding
the restrictions the
participant actually
sells the shares;
 
    
    When the participant ceases employment
with the Company and any of its associated
companies; or
 
    
    Ten years after the grant date.
  and the
  1
    
    The taxable amountshare rights taxed on the grant date
 If the participant chooses to be taxed when his or her share rights are granted, the participant
will be taxed on the deemed value of the share rights on the grant date. Because no amount is
payable upon exercise of the share rights their value is deemed to be the same as the volume
weighted average trading price of Lihir shares during the week that ends on the grant date.For example, if the average trading price of Lihir shares during that week was (say) $3.00 then
the taxable value of each of the share rights would also be $3.00. The participant should include
this amount as assessable income in his or her income tax return for the year in which the share
rights are granted.If the participant exercises his or her share rights and subsequently sells the Lihir shares then
the participant would be taxed under the CGT rules on the amount by which the sale proceeds
exceed the cost base of the shares. The cost base will equal the taxable value of the share
rights. In the above example, this would be $3.00. Importantly, if the participant holds the
Lihir shares for at least one year then he or she should only be taxed on half thecapital gain.
In this case, if the shares are sold for $4.00, then the participant should only be taxed on
$0.50.If the participant does not exercise his or her share rights and they lapse after 10




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##### 



years, then the participant should amend his or her income tax return for the year in which the
share rights were granted to exclude their taxable value from the assessable income. There is no
time limit for making such an amendment.
 2
    
    The taxable amountshare rights that are taxed at the cessation time
 If the participant chooses to defer the taxing point for his or her share rights until the
cessation time, the taxable amount will depend on the event that actually triggered the
cessation time. The most likely events are that:
 (a)
    
    The restrictions on sale and
forfeiture conditions cease
to applyThe taxable amount in this event will depend on whether the participant sells the Lihir shares
in an arms length transaction (e.g. on the Australian Stock Exchange) within 30 days after
the restrictions and conditions cease to apply.If there is no such sale, the participant will be taxed on the market value of the Lihir
shares at the cessation time (i.e. when the restrictions and conditions cease to apply).
This will be the volume weighted average trading price of Lihir shares during the week that
ends at the cessation time.
 (b)
    
    The participant sells Lihir shares
acquired under the PlanWe noted above that a participant generally will be subject to restrictions on sale for a
period of 3 years after satisfaction of
the relevant performance hurdles
or conditions. It follows that a
participant will be unableto sell
his or her Lihir shares until those
restrictions cease to apply. The
cessation of those restrictions will usually be a cessation time and therefore a taxing point
as described at (a) above.However, if there is an actual sale of the Lihir shares (after the restrictions cease to apply or
at any other time), the consequences will be as follows:
 (i)
    
    If the sale occurs in an arms length transaction, and within 30 days of the date on
which the restrictions cease to apply, then the participant will be taxed on the actual sale
price rather than the market value of the shares at the cessation time.(ii)
    
    If the sale occurs in any other circumstances (eg. because the participant holds onto
some or all of the Lihir shares with the intention of funding any tax liability from other
resources) then the sale will be subject to CGT. The capital gain will be calculated by
subtracting the amount that was taxed at the cessation time from the sale price.




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If the participant holds the Lihir shares for at least 12 months after the exercise date
then 50% of any capital gain should be exempt from tax.
 For example, suppose that the market value of a Lihir share is $3.00 when the restrictions on
sale cease to apply. If the participant does not sell his or her shares in an arms length
transaction during the next 30 days then this amount must be included in assessable income under
the employee share scheme rules.Suppose further than the participant sells the shares a year later for $4.00 per share. The
capital gain should be $1.00 per share but, because more than 12 months would have elapsed since
the exercise date, only 50 cents per share should be taxable under the CGT rules. The remainder
of the capital gain should be tax-exempt.
 (c)
    
    The participant ceases to be an employee of the CompanyIf the cessation time occurs because the participant ceases to be an employee of the Company and
any of its associated companies, then the participant may be holding
either share rights or Lihir shares at that time:
 (i)
    
    If the participant is still holding share rights then they may lapse under rule 9.3
of the Plan Rules and no amount will be taxable to the participant.(ii)
    
    If the Board, in its discretion, allows the participant to exercise the participants
share rights during the 90 days (or other period) following
cessation of the participants employment, then he or she will be taxed on the deemed value of
the share rights on the date on which employment ceases. This will be the volume weighted average
trading price of Lihir shares during the week that ends at the cessation time.(iii)
    
    If the participant has exercised vested share rights and is holding Lihir shares which
are still subject to restrictions on sale and forfeiture conditions and the Board, in its
discretion, allows the participant to retain them, then he or she will be taxed on the value
of the shares on the date on which employment ceases. This will also be the volume weighted
average trading price of Lihir shares during the week that ends at the cessation time.
 However, in each case, if the participant actually disposes of share rights or Lihir shares in an
arms length transaction within 30 days of the cessation of the participants employment then the
participant will be taxed on the actual sale price. The sale will be disregarded for CGT purposes
(i.e. only the employee share scheme rules will apply to the sale).Alternatively, if the participant retains his or her share rights or Lihir shares at that time and
then sells them more than 30 days after the cessation time, then the sale will be subject to CGT.
Again, the capital gain will be calculated by subtracting the amount that was taxed at the
cessation time from the sale price.




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If the participant holds the Lihir shares for at least 12 months after the exercise date then
50% of any capital gain should be exempt from tax.
   B.
    
    AUSTRALIAN TAX IMPLICATIONS FOR NON-RESIDENT PARTICIPANTS
    C.
    
    PNG TAX IMPLICATIONS FOR PNG RESIDENT PARTICIPANTS
 prima facie




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RULES OF THE LIHIR EXECUTIVE SHARE PLAN
  1
    
    PURPOSEThe purpose of this Plan is to provide Executives with an incentive to improve the longer term
performance of the Company and its subsidiaries and returns to the Companys shareholders.
 2
    
    DEFINITIONS AND INTERPRETATION
 2.1
    
    DefinitionsIn these rules, unless the contrary intention appears:
 (a)
    
    Associate,in relation to a person, means:
 (i)
    
    a person in concert with whom the first-mentioned person is acting or
proposing to act; or(ii)
    
    if the person is a body corporate, a related body corporate of the person;
 (b)
    
    ASXmeans Australian Stock Exchange Limited or the stock market conducted by it, as the context requires;(c)
    
    ASX Listing Rulesmeans the Listing Rules of ASX;(d)
    
    Boardmeans the board of directors of the Company or, in relation to powers or discretions that have been delegated by the board, the committee (including in
particular the Remuneration and Nomination Committee) or individuals acting as
delegates of the board;(e)
    
    Companymeans Lihir Gold Limited, incorporated in Papua New Guinea (ARBN 069 803 998);(f)
    
    Constitutionmeans the constitution of the Company (as modified from time to time);(g)
    
    Control Eventmeans:
 (i)
    
    as a result of a takeover bid, a person (either alone or together with
Associates) becomes, whether directly or indirectly, legally or beneficially entitled to
more than 50% of the issued Shares;(ii)
    
    a scheme of arrangement or other proposal is approved by shareholders which, if
implemented, will involve more than 50% of the issued Shares being held by one person
(either alone or together with Associates); or(iii)
    
    the Companys shareholders pass a resolution for it to be wound up, or the
court orders the Company to be wound up;




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(h)
    
    Effective Date of Grantmeans, in relation to Share Rights, the date so specified in the
invitation relating to the Share Rights, or if no such date is specified in the invitation,
the actual date of grant of the Share Rights;(i)
    
    Employeemeans a permanent full-time or part-time employee of a member of the Group (including a director of a member of the Group who is also in the permanent full-time or
part-time salaried employment of a member of the Group);(j)
    
    Executivemeans an Employee whom the Board determines is able to make a meaningful
contribution to the longer term performance of the Group and returns to the Companys
shareholders;(k)
    
    Groupmeans the Company and its associated companies;(l)
    
    Legal Requirementsmeans the Constitution, the Companies Act 1997(PNG),the Corporations Act 2001(Cth), the ASX Listing Rules, the rules of any other stock exchange on
which the Shares (or other securities of the Company) are listed for quotation and any other
regulatory requirements, as they apply from time to time to the Company;(m)
    
    Participantmeans a person who holds:
 (i)
    
    a Share Right; or(ii)
    
    a Share which, pursuant to a deed, undertaking or other instrument given by the
person,is subject to a restriction on disposal or liable to be forfeited by the person;
 (n)
    
    Permitted Periodmeans any of the following periods applicable to the time the
Company wishes to purchase the Shares:
 (i)
    
    the period starting with the day after the publication of the preliminary announcement of the Companys annual results and ending on the date 30 days prior to the
quarterly report for the March quarter;(ii)
    
    the period starting from the publication of the quarterly report for the March
quarter and ending 30 days after the Companys Annual General Meeting;(iii)
    
    the period starting with the day after the publication of the Companys half-yearly
results and ending on the date 30 days prior to the quarterly report for the September
quarter;(iv)
    
    the period of 30 days after publication of the quarterly report for the September
quarter;
 (o)
    
    Planmeans the Lihir Executive Share Plan established under these rules;




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(p)
    
    Relevant Period,in relation to a Share Right, means the period commencing on the
Effective Date of Grant of the Share Right and ending on the earlier of the date on which the
Share Right lapses (including by expiry) or is exercised in accordance with rule 8;(q)
    
    Restricted Sharemeans a Share provided to a Participant upon exercise which is
subject to a restriction on disposal or liable to forfeiture by the Participant;(r)
    
    Sharemeans a fully paid ordinary share in the Company;(s)
    
    Share Rightmeans a right to be provided with a Share under this Plan, subject to
these rules and any other terms on which the right is granted;(t)
    
    Testing Datefor Share Rights is the last day of the period over which or the date as
at which the performance hurdle or condition relating to the Share Rights is to be assessed
(see rule 5.2);(u)
    
    Vest,in relation to a Share Right, means become exercisable by its holder.(v)
    
    For the purpose of these rules, a person acquiresa Share if:
 (i)
    
    another person transfers the Share to that person;(ii)
    
    the Company allots the Share to that person;(iii)
    
    the person otherwise acquires a legal interest in the Share from another
person; or(iv)
    
    the person acquires a beneficial interest in the Share from
another person. In those circumstances, the other person providesthe Share for the purpose of these rules.
 2.2
    
    Interpreting these RulesHeadings are for convenience only, and do not affect interpretation. The following rules also
apply in interpreting these rules, except where the context makes it clear that a rule is not
intended to apply:
 (a)
    
    A reference to legislation (including subordinate
legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;(b)
    
    A singular word includes the plural, and vice versa;(c)
    
    A word which suggests one gender includes the other genders;(d)
    
    If a word is defined, another part of speech has a corresponding meaning; and(e)
    
    A reference to a rule or these rules is to the rule or these (as the case may be)as amended from time to time.




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3
    
    ELIGIBILITY AND INVITATIONS
 3.1
    
    When may invitations be issued?The Company may at any time, with the approval of the Board, issue an invitation to any
Executive to participate in the Plan.
 3.2
    
    What must be in an invitation?An invitation may be in any form, and include any information, the Board decides. However, an
invitation must include the following information:
 (a)
    
    the name of the Executive to whom it is made;(b)
    
    the number of Share Rights which are to be granted to the Executive and, if more than one tranche of Share Rights is to be granted, the number of Share Rights comprised in
each such tranche;(c)
    
    the Effective Date of Grant;(d)
    
    the performance hurdles or conditions and Testing Dates for each such performance hurdle or condition (see rule 5 below) and, if more than one tranche of Share Rights is to
be granted, the performance hurdle or condition that applies for each such tranche;(e)
    
    anything that must be done by a Participant in order to exercise Share Rights (see rule
8.2 below). This may include (without limitation) requiring the Participant to deliver a
deed, undertaking or other instrument (in such form as the Board may decide) pursuant
to which disposal by the Participant of the Shares to be provided upon exercise is
restricted, or pursuant to which such Shares are liable to be forfeited by the Participant,
or both;(f)
    
    the time by which, and the manner in which, the Executive may elect to participate in the
Plan; and(g)
    
    the expiry date of the Share Right (being, subject to these rules, the last date on which the Share Right may be exercised if it Vests).
 3.3
    
    No cash consideration for grantNo amount will be payable by an Executive for a grant of Share Rights.
 3.4
    
    Personal invitationsAn invitation to an Executive is personal to the Executive and is not transferable or assignable
except with the prior written approval of the Board.




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ELECTION
TO PARTICIPATE
 4.1
    
    How to elect to participateAn Executive who receives an invitation may elect to participate in the Plan by giving written
notice to the Company and doing anything else specified in the invitation in order to elect to participate, within the time period specified in the invitation,
 4.2
    
    Discretion in respect of non-conforming electionsThe Board may (but is not obliged to) treat receipt by the Company of any written notice
received from an Executive who has received an invitation as a valid election to participate
even if there is not compliance with any one or more other requirements for a valid election.
 4.3
    
    Discretion to refuseThe Board may in its sole discretion refuse to allow an Executive to participate in this Plan
even though the Executive has given written notice to the Company and done everything else
specified in the invitation in order to elect to participate, within the time period specified
in the invitation as required by rule 4.1.
 4.4
    
    Executive must be an employeeAn election to participate will not be valid unless the Executive is an Employee at the time
that it is received by the Company.
 4.5
    
    Effect of election to participateBy electing to participate in the Plan, the Executive agrees with the Company to be bound by
these rules and, if the Executive exercises Share Rights and is provided Shares, the
Constitution.
 5
    
    PERFORMANCE HURDLES
 5.1
    
    General
 (a)
    
    The Board must set performance hurdles or conditions which must be met or satisfied
before Share Rights of a Participant may Vest. The nature of these performance
hurdles or conditions and the time within which they are to be met or satisfied are
to be described in the invitation.(b)
    
    Performance hurdles or conditions may be set by reference to external measures or
internal measures (or a combination of both), as the Board decides, or anything else
the Board considers appropriate.
 5.2
    
    Performance periodThe period over which a performance hurdle or condition is to be assessed must be not less than
one year commencing on the Effective Date of Grant of the relevant Share Rights.




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##### 



5.3
    
    TestingAs soon as practicable after the relevant Testing Date for Share Rights, the Board must:
 (a)
    
    assess whether or not the Share Rights have Vested having regard to whether, and
the extent to which, the performance hurdles or conditions have, in the opinion of the
Board, been met or satisfied; and(b)
    
    notify the Participant whether Share Rights have Vested and, if less than all the Share
Rights of a Participant have Vested, the number of Share Rights which have lapsed
under rule 7.2.
 5.4
    
    Varying or waiving performance hurdlesSubject to the Legal Requirements, the Board may at any time before Share Rights have Vested,
vary or waive performance hurdles or conditions attaching to Share Rights by written notice to
Participants affected by the variation or waiver.
 6
    
    REGISTER OF SHARE RIGHTSThe Company must keep a register recording the following information for Share Rights that are
granted:
 (a)
    
    the holder of them;(b)
    
    the Effective Date of Grant and if different, the actual date of grant;(c)
    
    the invitations relating to their grant (including details of any variation or
waiver under rule 5.4);(d)
    
    their expiry date;(e)
    
    if they lapse, the date on which they lapsed;(f)
    
    any information which the Legal Requirements require be kept; and(g)
    
    any other information about the Share Rights that the Board requires be kept in the register.
 7
    
    VESTING OF SHARE RIGHTS
 7.1
    
    When does a Share Right Vest?Share Rights Vest only if the Participant is notified in writing by the Company that the Board
has determined that the Share Rights have Vested having had regard to whether, and the extent
to which, the applicable performance hurdles or conditions have, in the opinion of the Board,
been met or satisfied. The Boards decision in this regard will be final and binding on the
Participant.




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##### 



7.2
    
    Performance hurdles not met
 (a)
    
    If the Board determines that the applicable performance hurdles or conditions for Share
Rights have not been satisfied or met:
 (i)
    
    none of the Share Rights of the Participant Vest; and(ii)
    
    the Share Rights of the Participant which were the subject of those hurdles or
conditions automatically lapse.
 (b)
    
    If the Board determines that some only of the Share Rights of a Participant Vest (having
had regard to the extent to which the applicable performance hurdles or conditions
have, in the opinion of the Board, been met or satisfied), the balance of the Share
Rights of the Participant which were the subject of those hurdles or conditions shall
not Vest and shall automatically lapse.
 7.3
    
    Effect of VestingA Share Right is not exercisable by a Participant unless and until it has Vested and the holder
of it has been notified of this by the Board.
 EXERCISE
OF VESTED SHARE RIGHTS
 8.1
    
    Exercise Period
 (a)
    
    An Executive may exercise a Vested Share Right only during the Exercise Period
applicable to the Share Right and (subject to rule 9) if the Participant is then an
Employee.(b)
    
    The Exercise Periodfor a Share Right commences on the date on which the
Participant is notified that the Share Right has Vested and ends on the day before the
10th anniversary of its Effective Date of Grant (or if earlier, the day before the 10th
anniversary of its actual date of grant).(c)
    
    If a Vested Share Right is not exercised before the end of the Exercise Period, it lapses
automatically immediately upon the expiry of the Exercise Period (if it has not lapsed
before then under these rules).
 8.2
    
    How to exerciseA Participant may exercise a Vested Share Right only by:
 (a)
    
    giving written notice to the Company; and(b)
    
    doing all other things which the invitation specified must be done in order for the
Participant to exercise the Share Rights concerned, including (without limitation), if the
invitation specified that, in order to exercise Vested Share Rights the Participant must
deliver to the Company a deed, undertaking or other instrument duly signed by him or
her restricting disposal of the Shares to be provided to the Executive upon exercise of




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the Share Rights or making them liable to be forfeiteddeliver the deed,
undertaking or other instrument to the Company duly signed by him or her.No amount will be payable by the Participant to exercise his or her Share Rights.
 8.3
    
    Complaince with undertakingWhere a Participant delivers a deed, undertaking or other instrument upon exercise of Share
Rights, the Participant must comply with that deed, undertaking or other instrument (as the case
may be).
 8.4
    
    Companys obligations upon exercise
 (a)
    
    Upon exercise of Vested Share Rights in accordance with this rule 8, subject to
clause 8.10 below, the Company must provide the relevant number of Shares to the
Participant in accordance with this rule. Shares may be provided by the Board issuing
Shares to, or causing Shares to be purchased for and either transferred to or held
for the benefit of, the Participant. The Shares are to be provided in the first Permitted
Period after exercise, unless the Board determines otherwise.(b)
    
    If the Board causes Shares to be purchased for a Participant the Participant must, if
requested by the Company:
 (i)
    
    accept a transfer of the Shares that the Company caused to be purchased on ASX
for the Participant under this Plan; and(ii)
    
    do anything requested of the Participant to enable the Company to cause the
Shares to be purchased for, transferred to and registered in the name of the
Participant.
 (c)
    
    The Participant authorises the Company and each of its directors and company
secretaries severally to:
 (i)
    
    execute or cause to be executed, on behalf of and in the name of the Participant,
an instrument of transfer (as transferee) in connection with any transfer of Shares to
the Executive under this Plan; and(ii)
    
    do anything, on behalf of and in the name of the Participant, to enable the
Company to cause the Shares to be purchased for, transferred to and registered in the name
of the Participant.
 8.5
    
    Transaction costsNo transaction cost (for example, brokerage, commission or stamp duty) is payable by a
Participant for any Shares provided under these rules, and the Company must pay all those
costs. To avoid doubt, if the Company provides Shares by causing them to be purchased for a
Participant, the Company must bear and pay the purchase price of the Shares and indemnify
the Participant against all costs and liabilities associated with the purchase and transfer of the
Shares to the Participant.




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8.6
    
    Holding statementThe Company must issue or cause to be issued a holding statement or other record to the
Participant for Shares provided to the Participant as soon as practicable thereafter and in any
event within the time required by the Legal Requirements.
 8.7
    
    OwnershipEach Participant will be the beneficial owner of Shares provided to him or her under this
Plan upon exercise of Share Rights, and accordingly will be entitled to all rights attaching
to them, including the right to receive dividends and the right to vote in respect of the Shares.
The Company may separately require an undertaking from each Participant that he or she
will not sell, transfer, encumber or otherwise dispose of the Shares for a period after they
are acquired by the Participant.
 8.8
    
    Quotation of newly issued SharesThe Company must at its expense apply for quotation on ASX, POMS ox and any other stock
exchange on which Shares are then quoted, of any Shares provided to a Participant under these
rules (if they are not already so quoted on the relevant stock exchange) within the time
required by the Legal Requirements. If no time is prescribed, the Company must do so as soon as
practicable after the Shares have ceased to be Restricted Shares.
 8.9
    
    Equal rankAny Shares issued under this Plan upon exercise of Share Rights will rank equally with all
other Shares in every way (for example, for any reconstruction, rights issue, bonus share
issue or dividend) from the date of their issue.8.10
    
    Cash outThe Company is not obliged to provide Shares to a Participant upon the exercise of Share Rights
if to do so would (or, in the opinion of the Board might) involve a breach of the Legal
Requirements (or any other applicable laws). If it does not do so, the Company may, where
otherwise agreed in writing with a Participant, pay to the Participant the sum calculated by
multiplying the number of Shares which are not provided to the Participant by reason of this
rule by the volume weighted average sale price of all Shares sold on ASX during the one month
period ending on the day prior to the date of payment. This payment shall be in full
satisfaction of the Companys obligation to provide the relevant Shares to the Participant.
 9
    
    CESSATION OF EMPLOYMENT
 9.1
    
    Cessation less than 6 months after grant or because of misconductIf a Participant ceases to be an Employee:
 (a)
    
    for any reason within 6 months after the Effective Date of Grant of Share Rights; or




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(b)
    
    at any time because of misconduct on the part of the Participant,all Share Rights (including Vested Share Rights) of the Participant automatically lapse on
cessation of employment).
 9.2
    
    Cessation more than 6 months after grant
 (a)
    
    If a Participant who holds Share Rights that have not Vested ceases to be an Employee
more than 6 months after the Effective Date of Grant of the Share Rights other than
because of misconduct on the part of the Participant, the Board may in its discretion
determine either that:
 (i)
    
    the Participant may (subject to this rule) retain the Relevant Proportion of
such Share Rights (or, if more than one tranche is held by the Participant, the Relevant
Proportion of each tranche), in which case the balance of such Share Rights shall
automatically lapse on cessation of employment; or(ii)
    
    the Share Rights lapse upon cessation of employment.For the purpose of this rule the Relevant Proportionis the proportion which the period
commencing on the Effective Date of Grant of the Share Rights and ending on the date on which
the Participant ceased to be an Employee bears to the period commencing on the Effective Date
of Grant of the Share Rights and ending on the Testing Date for the Share Rights.
 (b)
    
    If the Board does not make any such determination before cessation of employment,
the Share Rights of the Participant will automatically lapse upon cessation of
employment except where cessation of employment is due to death or total and
permanent disablement of the Participant (or other circumstances deemed exceptional
by the Board). Where cessation of employment is due to death or total and permanent
disablement of the Participant (or other circumstances deemed exceptional by
the Board), the Share Rights of the Participant lapse if the Board has not made a
determination within 4 months after cessation of employment.
 (c)
    
    If the Board determines that the Participant may retain Share Rights, these rules
(including rules 7 and 8) shall continue to apply to the Relevant Proportion of the Share
Rights so retained by the Participant (notwithstanding cessation of employment of the
Participant). Accordingly, whether or not any of the retained Share Rights Vest will
depend on the Participant being notified in writing by the Company that the Board has
determined that the Share Rights have Vested having had regard to whether, or the
extent to which, the applicable performance hurdles or conditions have, in the opinion
of the Board, been met or satisfied.
 9.3
    
    Vested Share Rights
 (a)
    
    If a Participant who holds Vested Share Rights ceases to be an Employee other than
because of misconduct, the Board may in its discretion determine either that:




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(i)
    
    the Participant (or, where applicable, his or her legal personal representative) may
exercise those Share Rights within the 90 days following cessation of employment (or such
other period as the Board may approve); or(ii)
    
    the Share Rights lapse upon cessation of employment.
 (b)
    
    If the Board does not make any such determination before cessation of employment, the
Vested Share Rights of the Participant automatically lapse upon cessation of employment
except where cessation of employment is due to death or total and permanent disablement of
the Participant (or other circumstances deemed exceptional by the Board). Where cessation of
employment is due to death or total and permanent disablement of the Participant (or other
circumstances deemed exceptional by the Board), the Share Rights of the Participant lapse if
the Board has not made a determination within 4 months after cessation of employment.(e)
    
    If Share Rights are not exercised within the period referred to in paragraph (a)(i)
above, then unless the period is extended by the Board before its expiration, the
Participants Share Rights will automatically lapse immediately upon expiration of that
period.
 9.4
    
    Overriding discretionRules 9.1 to 9.3 above apply subject to the discretion of the Board to determine otherwise in any
particular case, including a determination (which may be made after the event) that Share Rights
(under rule 9.2(b)) or Vested Share Rights (under rule 9.3(b)) do not lapse automatically upon
cessation of employment.
 10.
    
    ADJUSTMENTS
 10.1
    
    Rights/entitlements issues
 (a)
    
    No Participant is entitled to participate in any new issue of securities by the Company
merely by reason of holding a Share Right (whether or not Vested).(b)
    
    If during the Relevant Period for a Vested Share Right, the Company makes a pro rata
offer or invitation to holders of Shares or securities of the Company or any other entity,
the Company must give the Participant notice not less than 9 business days (or any
longer period required by the Legal Requirements) before the record date to determine
entitlements to receive that offer or invitation to enable the Participant to exercise the
Vested Share Right and receive that offer or invitation in respect of the Shares provided
on exercise of the Vested Share Right.
 10.2
    
    New issuesIf during the Relevant Period for a Share Right the Company gives holders of Shares the right
(pro-rata with existing shareholdings) to subscribe for additional securities and a Share Right
is not exercised as contemplated by clause 10.1 (including where it is not exercised because it
has not Vested), no adjustment shall be made.




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10.3
    
    Pro-rata bonus issuesIf during the Relevant Period for a Share Right the Company makes a pro-rata bonus issue ti
holders of Shares and the Share Right is not exercised before the record date to determine
entitlements to that bonus issue, the number of Shares to be provided on exercise of the Share
Right is the number of Shares before that bonus issue plus the number of Shares which would have
been issued to the Participant if the Share Right had been exercised before that record date.
 10.4
    
    Sub-division or consolidationIf during the Relevant Period for a Share Right the Company subdivides or consolidates its
Shares, the Share Rights of a Participant shall be subdivided or consolidated (as the case may
be) in the same ratio as the Shares.
 10.5
    
    Return of capitalIf during the Relevant Period for a Share Right the Company makes a return of capital, the
number of Share Rights of the Participant remains the same.
 10.6
    
    Cancellation of capital that is lostIf during the Relevant Period for a Share Right the Company makes a cancellation of any paid up
share capital that is lost or not represented by available assets, the number of Share Rights of
the Participant remains the same.
 10.7
    
    Pro rata cancellation of capitalIf during the Relevant Period for a Share Right the Company reduces its issued share capital on a
pro rata basis, the number of Share Rights shall be reduced in the same ratio as the Shares.
 10.8
    
    General reorganisationIf during the Relevant Period for a Share Right the Company reorganises its issued share capital
in any way not contemplated by this clause 10, the number of Share Rights of the Participant must
be reorganised so that the Participant will not receive a benefit that holders of Shares do not
receive.
 10.9
    
    Cumulative adjustmentsEach adjustment under clauses 10.1 to 10.8 must be made for every unexercised Share Right
(whether or not it has Vested) every time the relevant clause applies during the Relevant Period.
 10.10
    
    RoundingUntil a Share Right is exercised, all calculations adjusting the number of Shares must be
carried out to include all fractions, but on exercise the number of Shares provided is rounded
down to the next lower whole number.




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10.11
    
    Notice of adjustmentThe Company must give notice to Participants of any adjustment to the number, description or
items of security which are to be provided on exercise of a Share Right, and must do so in
accordance with any applicable Legal Requirements. This notice may be in such form as the Board
decides.
 10.12
    
    Listing RulesDespite anything else in these rules:
 (a)
    
    an adjustment must not be made under this clause 10 unless it is consistent with the
Legal Requirements; and(b)
    
    the Company may amend the terms of any Share Right, or the rights of any Participant
under this Plan, to comply with the Legal Requirements applying at the time to any
reorganisation of capital of the Company.
 11
    
    CONTROL TRANSACTIONIf a Control Event occurs, the Board may determine that some or all of the Share Rights of
Participants Vest. A determination may be made subject to any conditions that the Board considers
appropriate.
 12
    
    SHARE TRADING POLICYParticipants are required to abide by any share trading policy of the Company which applies to
Employees and may not exercise a Share Right, or deal with a Share provided upon exercise of a
Share Right, if to do so would involve a breach of such policy.
 13
    
    NO HEDGINGExcept with the prior approval of the Board, Participants must not enter into any transaction
which would have the effect of hedging or otherwise transferring to any other person the risk of
any fluctuation in the value of their Share Rights or Restricted Shares.
 14
    
    LAPSED PERFORMANCE RIGHTS NOT EXERCISABLEFor the avoidance of doubt, but subject to a determination of the Board under rule 9.3, if Share
Rights lapse under these rules, they cease to exist and cannot then be exercised by any person.
 15
    
    NO ASSIGNMENTA Share Right (whether or not Vested) may not be sold, transferred, be made the subject of a
trust, encumbered or otherwise disposed of without the prior approval of the Board.




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16
    
    AMENDMENT
 16.1
    
    General power of amendmentSubject to the Legal Requirements and rule 16.2, the Board may at any time by resolution amend,
vary or add to these rules. An amendment may be retrospective in effect.
 16.2
    
    Amendment affecting previously granted Share RightsSubject to rule 5.4, no amendment of these rules is to reduce the rights of any Participant in
respect of Share Rights granted under the Plan before the date of the amendment other than an
amendment introduced primarily:
 (a)
    
    for the purpose of complying with or conforming to present or future Legal
Requirements governing or regulating the maintenance or operation of this
Plan or like plans;(b)
    
    to correct any manifest error or mistake;(c)
    
    to enable contributions or other amounts paid by any body corporate in the Group in
respect of the Plan to qualify as income tax deductions for that body corporate the
company or any other body corporate within the Group; or(d)
    
    to enable any member of the Group to comply with Legal Requirements or instruments
of relief issued by the Australian Securities and Investments Commission or other
relevant government agency from time to time relating to employee share schemes.
 17
    
    ADMINISTRATION
 17.1
    
    GeneralThe Board may:
 (a)
    
    delegate to any person or committee of persons (who need not be or include any
director of the Company) for any period and on any terms it decides the exercise of
any of its powers or discretions under these rules;(b)
    
    decide on appropriate procedures for administering these rules;(c)
    
    resolve conclusively all questions of fact or interpretation concerning these rules, and
any dispute of any kind that arises under these rules; or(d)
    
    determine that any decision made, or permission given, under these rules is subject to
further conditions decided by the Board.
 The Board has absolute and unfettered discretion in exercising any power or discretion
concerning these rules or Share Rights issued under these rules.




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17.2
    
    Trust
 (a)
    
    At any time (including after Share Rights have been granted), the Board may resolve
to establish a trust and appoint a trustee for the purpose of giving effect to or
administering
the Plan, to be funded by:
 (i)
    
    dividends on Shares to which no Participant is entitled (less any
taxes or costs of administering the Trust); and(ii)
    
    payments by the Company (including under rule 8.4).
 (b)
    
    Without limiting paragraph (a), the Board may require that Restricted Shares be
held by the trustee for so long as the Shares remain Restricted Shares.(c)
    
    The terms of the trust shall be determined by Board, and (without limiting the
foregoing) may include provisions:
 (i)
    
    requiring the trustee to comply with directions of the Company to
purchase or accept Shares, subject to the trustee having sufficient funds to
subscribe for or purchase those Shares;(ii)
    
    entitling Participants to exercise any and all voting and other
rights and to receive any and all dividends and other entitlements attaching to
Shares to which they are entitled;(iii)
    
    for the trustee to transfer Shares to the Participants entitled to
them respectively, subject to any restriction on disposal or liability to forfeit
the Share;(iv)
    
    necessary for the trust to comply with all Legal Requirements and
other applicable laws; and(v)
    
    that the Board considers necessary or desirable.
 18
    
    RIGHTS OF PARTICIPATING EMPLOYEES
  (a)
    
    confers on any Employee the right to receive any Share Rights;(b)
    
    confers on any Participant the right to continue as an employee of any member
of the Group;(c)
    
    affects any rights which any member of the Group may have to terminate the
employment of any Employee (including, without limitation, any Participant), or may
be used to increase damages in any action brought against a member of the Group in
respect of any such termination; or(d)
    
    confers on any Executive or Employee any expectation to become a Participant.
 19
    
    GOVERNING LAWSThis Plan is governed by the law in force in the State of Queensland, Australia.