EX-4.2






Exhibit 4.2




Dated 7 October 2005




RIO TINTO LIMITED




SHARE SAVINGS

PLAN




	 	 	 	 	 	 	 
	 
	 	•       Adopted by Directors
	 	29 August 2001
	 	 
	 
	 	•       Amended by Directors
	 	30 May 2002, 2 August 2002,

18 September 2003, 5 October 2004

and 7 October 2005	 	 






 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1
	 	DEFINITIONS	 	 	1	 
	2
	 	OFFERS OF OPTIONS	 	 	4	 
	3
	 	APPLICATION FOR OPTIONS	 	 	5	 
	4
	 	SCALING DOWN	 	 	6	 
	5
	 	GRANT OF OPTIONS	 	 	6	 
	6
	 	LIMITS	 	 	7	 
	7
	 	EXERCISE	 	 	8	 
	8
	 	EXERCISE OF OPTIONS - SPECIAL CIRCUMSTANCES	 	 	8	 
	9
	 	TAKEOVERS AND REORGANISATIONS	 	 	9	 
	10
	 	NEW OPTIONS	 	 	10	 
	11
	 	EXERCISE OF OPTIONS	 	 	11	 
	12
	 	ADJUSTMENT OF OPTIONS	 	 	12	 
	13
	 	ADMINISTRATION	 	 	13	 
	14
	 	GENERAL	 	 	13	 
	15
	 	SHARE APPRECIATION RIGHT ALTERNATIVE	 	 	14	 
	16
	 	ALTERATIONS TO THIS PLAN	 	 	14	 
	17
	 	GOVERNING LAW	 	 	14	 
	18
	 	LANGUAGE OF PLAN	 	 	14	 
	19
	 	TERMINATION OR SUSPENSION OF THE PLAN	 	 	14	 






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	1	 	DEFINITIONS
	 
	1.1	 	In this Plan, the words and expressions set out below shall bear the following respective
meanings, namely:
	 
	 	 	“Application Date” means in relation to any Offer, the date specified by the Directors as
the last day for receipt of applications (which shall not be less than 14 days after the
Offer Date).
	 
	 	 	“Application Form” means the form used by a Qualifying Employee who has received an Offer to
confirm the amount he would like to save each month under his Savings Contract and the
length of the Savings Contract.
	 
	 	 	“the Auditors” means the auditors for the time being of the Company.
	 
	 	 	“Australian Stock Exchange” means the Australian Stock Exchange Limited.
	 
	 	 	“Business Day” means a day on which the Australian Stock Exchange is open for the
transaction of business.
	 
	 	 	“the Company” means Rio Tinto Limited, ACN 004 458 404.
	 
	 	 	“Control” has the meaning given to that term by section 50AA of the Corporations Act.
	 
	 	 	“Corporations Act” means the Corporations Act 2001 in force from time to time in Australia.
	 
	 	 	“Date of Grant” means the date on which the Directors resolve that an Option is granted.
	 
	 	 	“the Directors” means the Board of directors of the Company or a duly authorised committee
of it.
	 
	 	 	“Employee” means an employee (including a director holding a salaried employment or office)
of any member of the Group; and “Employment” and “ceasing Employment” shall have a
corresponding meaning.
	 
	 	 	“Exchange Rate” means, as between two currencies, the wholesale markets spot rate closing
price as quoted in The Australian Financial Review on any date determined by the Company or,
any other published exchange rate determined by the Directors.
	 
	 	 	“Exercise Date” means the date when an Option is effectively exercised upon compliance with
the provisions of Rule 11.1 below.
	 
	 	 	“Gain” means the amount by which the Market Value on the Exercise Date of the Option exceeds
the Option Exercise Price.
	 
	 	 	“the Group” means the Company and the Participating Companies.
	 
	 	 	“Listing Rules” means the Listing Rules of the Australian Stock Exchange.
	 
	 	 	“Market Value” means in relation to an Ordinary Share on any day:






	 	(a)	 	where shares of the same class are not admitted to the Australian Stock
Exchange, its market value as determined by the Directors; and
	 
	 	(b)	 	where shares of the same class are so listed, the weighted average of the
prices at which Ordinary Shares were traded on that day on the Australian Stock
Exchange.






	 	 	“Monthly Contribution” means the monthly contribution agreed to be paid by an Option Holder
under a Savings Contract and calculated in accordance with the Application Form.




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	 	 	“New Option” means an Option granted pursuant to Rule 10.
	 
	 	 	“Notional Repayment Amount” means the amount of the aggregate Monthly Contributions which
will have been paid under a Savings Contract at the Relevant Anniversary including, for the
purposes of calculating the number of Ordinary Shares to be comprised in the Option, a bonus
payment (referred to in these Rules as the “Bonus”) equal to such number of Monthly
Contributions as determined by the Directors, not exceeding the equivalent of the bonus
which would be payable if this Plan were a UK Inland Revenue approved savings-related share
option scheme at the relevant Offer Date;
	 
	 	 	“Offer” means a general invitation to Qualifying Employees to apply for an Option.
	 
	 	 	“Offer Date” means the date on which an Offer is made.
	 
	 	 	“Old Option” means an Option released pursuant to Rule 10.4.
	 
	 	 	“Option” means a right to acquire Ordinary Shares granted to a Qualifying Employee under
this Plan and for the time being subsisting.
	 
	 	 	“Option Holder” means a person holding an Option or, where the context requires or permits,
his legal personal representatives.
	 
	 	 	“Option Exercise Price” means the price payable per Ordinary Share on exercise of an Option
(expressed in Australian dollars), as determined by the Directors, being not materially less
than 80 per cent of the average of the Market Values on the three Business Days immediately
preceding the Offer Date or such other date determined by the Directors;
	 
	 	 	“Ordinary Shares” means fully paid Ordinary Shares in the capital of the Company for the
time being.
	 
	 	 	“Participating Company” means any Subsidiary and any company in which the Company has Voting
Power of not less than 20% and which the Directors have approved for participation in the
Plan.
	 
	 	 	“this Plan” means this plan in its present form or as from time to time altered in
accordance with the Rules.
	 
	 	 	“Qualifying Employee” means as at such date as the Directors may prescribe (being as near as
conveniently practicable to the relevant Offer Date), any person who:






	 	(a)	 	had immediately prior to that date been in the employment of a Participating
Company and had been in such employment for a continuous period of at least six months
(or such other period as the Directors may from time to time prescribe of not more than
five years from the Date of Grant); and
	 
	 	(b)	 	is not then under notice of termination of such employment (whether given or
received); and
	 
	 	(c)	 	is not eligible to participate in any other savings-related scheme operated by
the Company at the date prescribed by the Directors as set out above; or






	 	 	who is an Employee and is nominated individually or as a member of a class by the Directors
as eligible to participate in the Plan.
	 
	 	 	No directors of the Company are eligible to participate unless such participation or the
grant of an Option under this Plan to the director has been approved by shareholders in
general meeting where such approval is required by law or under the Listing Rules.
	 
	 	 	“Registrar” means the registrar of the Company for the time being.




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	 	 	“Related Savings Contract” means in relation to any Option, a Savings Contract in respect of
which a duly signed proposal is delivered to the Company in accordance with Rule 3.2.
	 
	 	 	“Relevant Anniversary” means in relation to any Related Savings Contract, the third or fifth
anniversary, as the case may be and as specified at the date of the Offer, of its starting
date (as postponed by reason of any failure to pay a contribution on or before its due date
as permitted by these Rules.)
	 
	 	 	“Rules” means these rules as changed from time to time.
	 
	 	 	“Savings Contract” means a savings contract entered into under or in connection with the
Plan, or any other savings related share option plan operated by the Company, with a Savings
Institution nominated by the Directors.
	 
	 	 	“Savings Institution” means:






	 	(a)	 	in relation to Offers received in Australia, the Australian authorised deposit
taking institution(s) (being a body authorised under the Australian Banking Act 1959 to
carry on business in Australia); or
	 
	 	(b)	 	in relation to Offers received outside Australia, the institution(s),






	 	 	appointed by the Directors to administer the Savings Contracts under the Plan from time to
time.
	 
	 	 	“Share Appreciation Right” means the right to acquire the number of Shares as calculated in
accordance with Rule 15.
	 
	 	 	“Subsidiary” has the meaning given to that term by Division 6 of Part 1.2 of the
Corporations Act.
	 
	 	 	“Voting Power” has the meaning given to that term by section 610 of the Corporations Act.






	1.2	 	References to Rules are to Rules of this Plan.
	 
	1.3	 	Special schedule(s)
	 
	 	 	The Rules of the Plan are subject, in the case of each Qualifying Employee, to any special
schedules adopted by the Directors which are appropriate to the jurisdiction in which the
Qualifying Employee is employed at the Date of Grant or such other provisions as the
Directors notify him will apply.
	 
	1.4	 	Objects
	 
	 	 	The object of the Plan is to:






	 	(a)	 	provide an incentive for Qualifying Employees to remain in their employment in
the long term;
	 
	 	(b)	 	recognise the ongoing ability of Qualifying Employees and their expected
efforts and contribution in the long term to the performance and success of the Group,
and
	 
	 	(c)	 	provide Qualifying Employees with the opportunity to acquire Options, and
ultimately Ordinary Shares, in accordance with these Rules.




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	1.5	 	Interpretation
	 
	 	 	Headings are for convenience only and do not affect the interpretation of these Rules and,
unless the context otherwise requires:-






	 	(a)	 	references to any legislation or any provision of any legislation includes
any modification or re-enactment of the legislation or any legislative provision
substituted for, and all legislation and statutory instruments and regulations issued
under, the legislation;
	 
	 	(b)	 	words denoting the singular include the plural and vice versa;
	 
	 	(c)	 	words denoting a gender include the other genders;
	 
	 	(d)	 	reference to any document or agreement includes reference to that document or
agreement as amended, novated, supplemented, varied or replaced from time to time;
	 
	 	(e)	 	where any word or phrase is given a defined meaning in these Rules, any part of
speech or other grammatical form of that word or phrase has a corresponding meaning,
and
	 
	 	(f)	 	where any act or thing must be done on a particular day or within a particular
period, that act or thing must be done before, and that period will end at, 5.00 pm
Melbourne time on the relevant day.






	2	 	OFFERS OF OPTIONS
	 
	2.1	 	Subject to the restrictions in this Plan, the Directors may from time to time make an Offer
to some or all Qualifying Employees. Each Offer may be limited to such maximum number of
Ordinary Shares over which Options may be granted as shall be specified by the Directors
provided that this Rule will not oblige the Directors to make an Offer to Qualifying Employees
in a territory where the Offer would be contrary to any laws or regulations applying to that
territory.
	 
	2.2	 	Other than in circumstances considered by the Directors to be exceptional, an Offer shall
only be made within the 42 days next following:






	 	2.2.1	 	the preliminary announcement of the Company’s final or half-year results in
respect of any financial year;
	 
	 	2.2.2	 	any day on which changes to the legislation or regulations affecting savings
related share option plans are announced, effected or made.






	2.3	 	The Directors may make an Offer by whatever means (whether by notice, advertisement, circular
or otherwise and whether addressed to Qualifying Employees generally or individually) they
think fit, provided always that any such Offer is made in accordance with the Corporations
Act, the Listing Rules and the Company’s Constitution. Each Offer shall constitute an
invitation to each Qualifying Employee to apply on or before the relevant Application Date for
the grant of an Option over such number of Ordinary Shares as may be appropriate pursuant to
the provisions of Rule 5. In making the Offer, the Directors shall specify and include in the
Offer the following or details thereof:






	 	2.3.1	 	eligibility;
	 
	 	2.3.2	 	the Option Exercise Price or how it is to be calculated and the currency in
which it is to be paid;




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	 	2.3.3	 	the prescribed Application Form and the Application Date;
	 
	 	2.3.4	 	whether the Directors have exercised their discretion under Rule 15;
	 
	 	2.3.5	 	how the Notional Repayment Amount is calculated;
	 
	 	2.3.6	 	the length or lengths of the Savings Contracts that the Directors decide will
apply in respect of that Offer and whether a Qualifying Employee will be able to choose
the length of Savings Contracts applicable to him;
	 
	 	2.3.7	 	the maximum number, if any, of Ordinary Shares over which options may be
granted to each Qualifying Employee in respect of this Offer;
	 
	 	2.3.8	 	the minimum and maximum Monthly Contributions which are payable under the
Savings Contract;
	 
	 	2.3.9	 	a statement that if the Notional Repayment Amount is not sufficient for an
Option Holder to exercise his Option to the full extent permitted, he is entitled to
make up any shortfall from his own funds;
	 
	 	2.3.10	 	a summary or a copy of these Rules; and
	 
	 	2.3.11	 	any other information or documents required to be notified by the Corporations Act or
the Listing Rules.






	3	 	APPLICATION FOR OPTIONS
	 
	 	 	Each application for an Option must:

	 
	3.1 	 	
be made on the prescribed Application Form in accordance with any related instructions;
	 
	3.2	 	be accompanied by a duly signed proposal for a Savings Contract which will oblige the
Qualifying Employee concerned to make contributions of an aggregate amount of not more and not
less than that permitted under Rule 2.3.8 above, when aggregated with any Monthly Contribution
he makes under any other Savings Contract. The minimum contribution will be determined by the
Directors. The maximum contribution will be agreed in local currency (converted at the
Exchange Rate) and will be the lesser of an amount determined by the Directors and an amount
calculated by multiplying the Option Exercise Price by the maximum number of shares in Rio
Tinto plc which may be acquired under The Rio Tinto plc Share Savings Plan; and
	 
	3.3	 	be accompanied by an authority for the contributions payable thereunder to be deducted from
the Qualifying Employee’s remuneration and paid to the Savings Institution under the terms of
the Savings Contract.
	 
	3.4	 	Terms of the Savings Contract






	 	3.4.1	 	Monthly Contributions made by Qualifying Employees in response to Offers
received in New Zealand will be held by the Company in trust for those Qualifying
Employees in an account of the Savings Institution established solely for the purpose
of depositing Monthly Contributions paid by those Qualifying Employees.
	 
	 	3.4.2	 	Monthly Contributions made by Qualifying Employees in response to all other
Offers will be held in individual accounts of the Savings Institution established
solely for the purpose of depositing those Monthly Contributions.






	 	 	The interest earned on the Monthly Contributions paid by a Qualifying Employee shall also be
credited to the relevant account established for that Qualifying Employee under this Rule
3.4.




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	3.5	 	Number of Ordinary Shares
	 
	 	 	Each Qualifying Employee’s application will be for an Option over the largest whole number
of Ordinary Shares which can be acquired at the Option Exercise Price with the Notional
Repayment Amount which would be available under his Savings Contract on the Relevant
Anniversary.
	 
	3.6	 	Modification of application
	 
	 	 	If an application for a Savings Contract specifies a Monthly Contribution which, when added
to any other Monthly Contributions already being made by the Qualifying Employee, under the
Plan or contribution being made under any other savings-related share schemes operated by
the Company, exceeds the maximum permitted (whether under Rule 6.1 or any limit specified in
the Offer), the Directors are authorised to modify the Application Form to reduce the
Monthly Contribution to the maximum amount permitted under the Rules.
	 
	4	 	SCALING DOWN
	 
	4.1	 	If following any Offer, valid applications are received for a total number of Ordinary Shares
in excess of any maximum number specified by the Directors in that Offer or any limitation
under Rule 6.2, the Directors shall scale down applications by taking, at their absolute
discretion, any one or more of the following steps until the number of Ordinary Shares
available equals or exceeds the number of Ordinary Shares applied for:






	 	4.1.1	 	by reducing the proposed Monthly Contributions pro rata to an amount not less
than the minimum specified in the Offer; or
	 
	 	4.1.2	 	by treating the Bonus as wholly or partly excluded from the calculation of the
Notional Repayment Amount and then, so far as necessary, by reducing the proposed
Monthly Contributions pro rata to the excess over the minimum Monthly Contribution
specified in the Offer and then, so far as necessary, selecting by lot.






	 	 	The Directors may apply such other procedure or modify the procedures described in this Rule
4 in such a manner as they see fit.
	 
	5	 	GRANT OF OPTIONS
	 
	5.1	 	The Company may, as soon as practicable after each Application Date but not later than 30
days (or 42 days if applications are scaled down) after the first date by reference to which
the Market Value was established for the purpose of the relevant Offer, accept the application
of a Qualifying Employee by granting to the Qualifying Employee who has applied for an Option
pursuant to the relevant Offer (provided that he is then a Qualifying Employee and that his
application has not been withdrawn) an Option at the applicable Option Exercise Price over the
least of:






	 	5.1.1	 	the number of Ordinary Shares which are the subject of such application;
	 
	 	5.1.2	 	any lesser number in respect of which such application is accepted in order to
ensure, on a basis of equitable scaling down under Rule 4, that the total number of
Ordinary Shares over which Options are granted pursuant to the related Offer does not
exceed any number specified in that Offer; and
	 
	 	5.1.3	 	the number of Ordinary Shares over which an Option may be granted under Rule
6.1.





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	5.2	 	No payment shall be required for the grant of any Option. Each Option shall be granted by
means of a resolution of the Directors and evidenced by a certificate or statement under the
autographic or facsimile signature of a Director or the Secretary or any assistant or deputy
Secretary of the Company.
	 
	5.3	 	Except for the transmission of an Option on the death of an Option Holder to his personal
representatives, neither an Option nor any rights in respect of it may be transferred,
assigned or otherwise disposed of by an Option Holder to any other person.
	 
	5.4	 	In the event of excess applications, each valid application for an Option and proposal for a
Savings Contract shall be deemed to have been modified or withdrawn in accordance with the
steps taken under Rule 4.
	 
	5.5	 	Restrictions on grant






	 	5.5.1	 	No Option may be granted to anyone who, at the Date of Grant, is no longer a
Qualifying Employee. Any purported grant in breach of this Rule is invalid.
	 
	 	5.5.2	 	Any Option which is purported to be granted in excess of the limits in Rule 6
will take effect as an Option which would not exceed those limits.
	 
	 	5.5.3	 	No Option may be granted if to do so would contravene the Constitution of the
Company, the Corporations Act or any other applicable law or the Listing Rules and any
purported grant of an Option under this Plan in breach of this Rule is invalid.






	6	 	LIMITS
	 
	6.1	 	Individual Limits
	 
	 	 	No Qualifying Employee shall be granted an Option to the extent it would, at the proposed
Date of Grant, cause the aggregate amount of his Monthly Contributions (calculated at the
Exchange Rate on the Business Day immediately preceding the relevant Offer Date or such
other date determined by the Directors) under all Savings Contracts to exceed the lesser of:






	 	6.1.1	 	the amount detailed under Rule 3.2; and
	 
	 	6.1.2	 	the maximum Monthly Contribution specified by the Directors.






	 	 	When calculating the limits under this Rule 6.1, the exchange rates (if any) which were used
to calculate the limits for existing Monthly Contributions will continue to be the rates
used to calculate the amount of those existing Monthly Contributions.
	 
	6.2	 	Plan Limits
	 
	 	 	The number of unissued Ordinary Shares which may be allocated under the Plan on any day must
not, when aggregated with the number of Ordinary Shares issued or to be issued pursuant to
each outstanding offer made under the Plan or any other employee share scheme extended only
to employees or directors of the Company and of associated bodies corporate of the Company
in the previous five years (but excluding any offers received by persons outside Australia
or any other offer which was an ‘excluded offer’ (within the meaning of the Corporations
Law as it stood prior to the commencement of Schedule 1 to the Corporate Law Economic Reform
Program Act 1999) or did not require disclosure to investors because of section 708 of the
Corporations Act) exceed 5% of the total number of Ordinary Shares in issue at the time of
the relevant Offer under this Plan.
	 
	 	 	For the purposes of this Rule 6.2, a body corporate is an associated body corporate of the
Company if:




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	 	(a)	 	the body corporate is a related body corporate of the Company; or
	 
	 	(b)	 	the body corporate has Voting Power in the Company of not less than 20%; or
	 
	 	(c)	 	the Company has Voting Power in the body corporate of not less than 20%.






	7	 	EXERCISE
	 
	7.1	 	Save as provided in this Plan, an Option may be exercised only during the period of six
months commencing on the Relevant Anniversary of the Related Savings Contract; and
(notwithstanding any other provision of this Plan):






	 	7.1.1	 	it may only (save as provided in Rule 8 or unless otherwise directed by the
Directors) be exercised by a person who is at that time an Employee;
	 
	 	7.1.2	 	it may only be exercised if to do so would not contravene the Constitution of
the Company, the Corporations Act or any other applicable law; and






	 	 	any purported exercise of an Option under this Plan in breach of the foregoing is invalid.
	 
	 	 	Save as provided in Rule 8, in the event of an Option Holder ceasing to be an Employee all
his Options shall thereupon cease and determine: Provided that, for the purposes of this
Rule and Rules 8.2 and 8.3, no person shall be treated as ceasing to be an Employee until he
ceases to be an employee or director of any of the Company, any member of the Group or Rio
Tinto plc or any of its subsidiaries (and so, for the avoidance of doubt, if a person merely
transfers employment or their position as a director between any of the foregoing, the
person is treated as not ceasing to be an Employee).
	 
	7.2	 	If, before the earliest time when, in accordance with the provisions of this Plan, an Option
Holder may exercise an Option he gives (or is deemed to have given) notice that he intends to
stop paying contributions under a Related Savings Contract, such Option shall thereupon cease
and determine, his Savings Contract will end and the balance in the account, plus accrued
interest, if any, will be refunded to him.
	 
	8	 	EXERCISE OF OPTIONS — SPECIAL CIRCUMSTANCES
	 
	8.1	 	If an Option Holder dies whilst any Option remains in whole or in part available for exercise
by him, such Option may be exercised in whole or in part at any time during the period of 12
months from the earlier of:






	 	8.1.1	 	the date of his death; and
	 
	 	8.1.2	 	the Relevant Anniversary of the Related Savings Contract.






	 	 	To the extent that any Option so exercisable is not exercised within such period, it shall
thereupon cease and determine, unless otherwise determined by the Directors.
	 
	8.2	 	If an Option Holder ceases to be an Employee by reason of injury or disability (evidenced to
the satisfaction of the Directors) or redundancy or retirement or by reason that he is an
Employee of a company which ceases to be a member of the Group or his Employment relates to a
business or part of a business which is transferred to a person who is not a member of the
Group, or he is an Employee of the Group who is transferred to a person who is not a member of
the Group, but is a Subsidiary or a company in which the Company has Voting Powers of not less
than 20%, he may exercise any Option in whole or in part within six months thereafter. To the
extent that any Option so exercisable is not exercised within such period, it shall thereupon
cease and determine, unless otherwise determined by the Directors.




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	8.3	 	If after the third anniversary of the grant of an Option an Option Holder ceases to be an
Employee in circumstances other than those specified in Rule 8.1 or 8.2 of this Rule but not
by reason of dismissal as a result of disciplinary proceedings or misconduct, he may at the
Directors’ discretion exercise any such Option in whole or in part within six months of such
cessation. To the extent that any Option which is exercisable is not exercised within such
period it shall cease and determine unless otherwise determined by the Directors.
	 
	8.4	 	Restrictions on exercise
	 
	 	 	Where an Option is exercisable early under Rules 8 or 9, it may only be exercised in respect
of the number of Ordinary Shares produced by applying the following formula:
	 
	 	 	A x (B/C)
	 
	 	 	Where:
	 
	 	 	A = the number of Ordinary Shares comprised in the Option.
	 
	 	 	B = the number of whole months between the start of the Related Savings Contract and at the
date the Option Holder ceases to be an Employee under the relevant provisions in Rules 8 or
9, subject to the limitation that B cannot exceed C.
	 
	 	 	C = the duration of the Savings Contract (had it been completed) expressed in months.
	 
	 	 	The remainder of the Option which cannot be exercised will lapse. A purported exercise to an
extent greater than that provided above will be deemed to be an exercise only to the extent
permitted.
	 
	9	 	TAKEOVERS AND REORGANISATIONS
	 
	9.1	 	If, (other than in the circumstances referred to in Rule 9.4), any person obtains Control of
the Company as a result of making an offer to acquire shares which is either unconditional or
is made on a condition such that if it is satisfied the person making the offer will have
Control of the Company, an Option may be exercised within six months of the time when the
person making the offer has obtained Control of the Company and any condition subject to which
the offer is made has been satisfied.
	 
	9.2	 	For the purpose of this Rule 9, a person shall be deemed to have obtained Control if he and
others acting in concert with him have together obtained Control of the Company.
	 
	9.3	 	The Options shall not lapse on the expiry of the six month period unless the Directors shall
give notice to the Option Holders before the end of the six month period that the Options
shall lapse. Such notice must be given at least 28 days before the Options lapse.
	 
	9.4	 	If any person becomes bound or entitled to acquire Ordinary Shares under a takeover bid
carried out in accordance with Chapter 6 of the Corporations Act, Options may be exercised at
any time when that person remains so bound or entitled and shall lapse on the expiry of the
period referred to in Rule 10.4.3, unless the Directors shall give notice to the Option
Holders prior to the expiry of the relevant period that the Options shall not lapse.
	 
	9.5	 	If notice is given of a general meeting of the Company at which a resolution will be proposed
for the voluntary winding-up of the Company, each Option Holder shall be entitled at any time
prior to the commencement of such winding-up (within the meaning of section 513B of the
Corporations Act) to exercise his Options in whole or in part as at such commencement and
conditionally upon the commencement of the winding-up. Subject to that, all Options shall
lapse on the commencement of the winding-up.




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	9.6	 	If, under Part 5.1 of the Corporations Act, the court sanctions a compromise or arrangement
proposed for the purposes of or in connection with a scheme for the reconstruction of the
Company or its amalgamation with any other company or companies, an Option may be exercised
within six months of the court sanctioning the compromise or arrangement. To the extent that
any Option so exercisable is not exercised within such period, it shall thereupon cease and
determine.
	 
	10	 	NEW OPTIONS
	 
	10.1	 	This Rule 10 applies where a Company (The “Acquiring Company”):






	 	10.1.1	 	obtains Control of the Company as a result of making a general offer to acquire the
whole of the issued share capital of the Company (other than that which is already
owned by it or its Subsidiary or holding company) made on a condition such that, if
satisfied, the Acquiring Company will have Control of the Company; or
	 
	 	10.1.2	 	obtains Control of the Company as a result of making a general offer to acquire all
the Ordinary Shares (or such Ordinary Share as are not already owned by the Acquiring
Company or its Subsidiary or holding company); or
	 
	 	10.1.3	 	obtains Control of the Company under a compromise or arrangement sanctioned by the
court under Part 5.1 of the Corporations Act; or
	 
	 	10.1.4	 	becomes bound or entitled to acquire Ordinary Shares in the Company under a takeover
bid carried out in accordance with Chapter 6 of the Corporations Act.






	10.2	 	Subject to the conditions referred to in Rule 10.3, where this Rule 10 applies, an Option
Holder may, within the period referred to in Rule 10.4, by agreement with the Acquiring
Company release his Old Option in consideration of the grant to him of a New Option over
shares in the Acquiring Company or some other company as agreed between the Company and the
Acquiring Company.
	 
	10.3	 	The conditions referred to in Rule 10.2 are as follows:






	 	10.3.1	 	The total market value of the Ordinary Shares subject to the Old Option immediately
before the release must be (as nearly as possible without giving rise to fractional
entitlements) equal to the total market value (as so determined) immediately after the
grant of the New Option of the shares in respect of which the New Option is granted.
	 
	 	10.3.2	 	the aggregate exercise price payable by the Option Holder upon the exercise in full
of his New Option must be equal to the aggregate Option Exercise Price which would have
been payable by him had he exercised in full his Old Option in respect of the total
number of Ordinary Shares subject to the Old Option at the time of the release.






	10.4	 	The period referred to in Rule 10.4 is the earliest of:






	 	10.4.1	 	in a case falling within Rule 10.1.1 or 10.1.2, six months beginning with the time
when the Acquiring Company obtains Control of the Company and any condition subject to
which the offer is made is satisfied;
	 
	 	10.4.2	 	in a case falling within Rule 10.1.3, six months beginning with the time when the
court sanctions the compromise or arrangement; and
	 
	 	10.4.3	 	in a case falling within Rule 10.1.4, the period during which the Acquiring Company
remains so bound or entitled,




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	 		 	or such shorter periods as the Acquiring Company may determine.






	10.5	 	Where an Option Holder is granted a New Option for release of his Old Option in accordance
with this Rule 10 then:






	 	10.5.1	 	the New Option shall be exercisable in the same manner and at the same time as the
Old Option;
	 
	 	10.5.2	 	the New Option shall be subject to the provisions of the Plan as it had effect in
relation to the Old Option immediately before the release except Rule 16; and
	 
	 	10.5.3	 	with effect from the release and grant Rules 1 and 7 to 18 (inclusive) shall in
relation to the New Option, be construed as if references to the Company and Ordinary
Shares were references to the Acquiring Company and shares in the Acquiring Company or,
as the case may be, the other company in respect of whose shares the New Option is
granted.






	10.6	 	Where the Option Holder is deprived of the legal or beneficial ownership of the Option by
operation of law, or does anything or omits to do anything which causes him to be so deprived,
or becomes bankrupt all of his Options shall lapse.
	 
	10.7	 	In the event of any conflict between any of the provisions in Rules 7, 8 and 9, the provision
which results in the earliest lapsing of the Option shall prevail.
	 
	11	 	EXERCISE OF OPTIONS
	 
	11.1	 	To exercise an Option in whole or in part, an Option Holder must deliver to the Registrar or
Savings Institution (as specified by the Directors from time to time):






	 	11.1.1	 	a notice in written form acceptable to the body administering the Savings Contract,
specifying such repayment as is due to it under the Relevant Savings Contract and the
integral number of Ordinary Shares over which the Option is exercised;
	 
	 	11.1.2	 	evidence of the termination of the Related Savings Contract;
	 
	 	11.1.3	 	payment in full of the aggregate Option Exercise Price; and
	 
	 	11.1.4	 	the option certificate or statement covering the Ordinary Shares over which the
Option is being exercised.






	11.2	 	No Option shall be capable of exercise to the extent that the aggregate Option Exercise Price
on such exercise exceeds the related Notional Repayment Amount less so much thereof as has
already been taken into account upon the exercise of any Option.
	 
	11.3	 	No Option shall be capable of exercise in part (other than as to the full extent then
exercisable) as to an aggregate number of Ordinary Shares of less than 125.
	 
	11.4	 	All allotments, issues and transfers of Ordinary Shares will be subject to such consents (if
any) of such authorities as may for the time being be necessary in Australia or elsewhere. It
shall be the responsibility of the Option Holder to comply with any requirements to be
fulfilled in order to obtain or obviate the necessity for any such consent.
	 
	11.5	 	Ordinary Shares issued or transferred on exercise of an Option shall rank equally in all
respects with the Ordinary Shares in issue on the Exercise Date. They shall not rank for any
rights attaching to Ordinary Shares by reference to a record date preceding the Exercise Date.
	 
	11.6	 	The Company shall use all reasonable endeavours to procure that as soon as reasonably
practicable following the issue of Ordinary Shares as a result of the exercise of an Option,




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	 	 	an application for those Ordinary Shares to be listed for quotation on the Australian Stock
Exchange shall be made.
	 
	11.7	 	Any Ordinary Shares acquired upon the exercise of Options shall be subject to the
Constitution of the Company from time to time in force.






	 	11.7.1	 	Subject to Rule 11.4, Ordinary Shares to be issued following the exercise of an
Option shall be issued within 30 days of the Exercise Date.
	 
	 	11.7.2	 	Subject to Rule 11.4, the Directors shall use their reasonable endeavours to procure
that Ordinary Shares to be transferred following the exercise of an Option are
transferred within 30 days of the Exercise Date.






	11.8	 	Where there is any local legal restriction on the Option Holder holding Ordinary Shares, the
Ordinary Shares may, at the determination of the Directors, be issued or transferred to a
person determined by the Directors and held on behalf of the Option Holder.
	 
	12	 	ADJUSTMENT OF OPTIONS
	 
	12.1	 	Participation in new issues






	 	12.1.1	 	An Option Holder may only participate in new issues of securities to holders of
Ordinary Shares if :






	 	(i)	 	the Option has been exercised; and
	 
	 	(ii)	 	an Ordinary Share has been issued and allotted in respect of
the Option before the record date for determining entitlements to the new
issue.






	 	12.1.2	 	The Company must give to Option Holders, in accordance with the Listing Rules, notice
of any new issue of securities before the record date for determining entitlements to
the issue.






	12.2	 	Adjustment for bonus issues of Ordinary Shares
	 
	 	 	If the Company makes a bonus issue of Ordinary Shares or other securities to existing
shareholders of the Company (other than an issue in lieu or in satisfaction of dividends or
by way of dividend reinvestment):






	 	12.2.1	 	the number of Ordinary Shares which will be issued on the exercise of the Option
will be increased by the number of Ordinary Shares which the Option Holder (or, if
relevant, such other person as determined by the Directors in accordance with Rule
11.8) would have received if the Option Holder had exercised the Option before the
record date for the bonus issue; and
	 
	 	12.2.2	 	no change will be made to the aggregate Option Exercise Price.






	12.3	 	Adjustment for rights issues 
	 
	 	 	If the Company makes an issue of Ordinary Shares pro rata to existing shareholders of the
Company (other than an issue in lieu or in satisfaction of dividends or by way of dividend
reinvestment) the Option Exercise Price will be reduced in accordance with the Listing
Rules.
	 
	12.4	 	Reconstructions 
	 
	 	 	If there is any reconstruction of the issued share capital of the Company, then the rights
of an Option Holder will be changed to the extent necessary to comply with the Listing Rules
applying to a reconstruction of capital at the time of the reconstruction




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	13	 	ADMINISTRATION.
	 
	13.1	 	All notices under the Plan shall be in writing and, if to the Company, shall be either:






	 	13.1.1	 	delivered in person to the Company Secretary; or
	 
	 	13.1.2	 	sent to the Company’s registered office for the time being (or to such other address
as the Directors may from time to time specify); or
	 
	 	13.1.3	 	if the Directors allow, sent to the email address for the time being of the Company
Secretary (or to such other email address as the Directors may from time to time
specify),

	 
	 	
and, if to an Option Holder, shall be either:
	 
	 	13.1.4	 	delivered personally to him at his place of work;
	 
	 	13.1.5	 	sent by first-class post to the Option Holder at the address which he shall give in
writing to the Company for this purpose, or, failing any such address, his last home
address according to the records of his employing company; or
	 
	 	13.1.6	 	sent to his office email address (or such other email address as he may from time to
time specify).






	13.2	 	All notices to the Company, however sent, shall be deemed to be served only upon actual
receipt thereof by the Company Secretary or (as the case may be) at the appropriate address as
determined above. Notices to the Option Holder shall, if delivered personally to him at his
place of work, be deemed to be served upon such delivery and, if sent by first-class post to
the appropriate address as determined above, shall be deemed to be served 48 hours (or seven
days, if the address is outside Australia) after the posting to such address of a properly
addressed and prepaid envelope containing such notice.
	 
	 	 	Notices sent by email shall be deemed to be served when receipt has been acknowledged.
	 
	 	 	Notices sent to the trustee may be delivered or sent by post to the registered office of the
Company or to such place as the trustee may from time to time determine and notify to the
Option Holders.
	 
	13.3	 	The Company must within a reasonable period give to each Option Holder notice of any change
under Rules 12 or 15 to the Option Exercise Price of any Options held by the Option Holder or
to the number of Ordinary Shares which the Option Holder is entitled to subscribe for or
acquire by way of a transfer on exercise of an Option.
	 
	14	 	GENERAL
	 
	14.1	 	The Company shall procure that sufficient Ordinary Shares are available for transfer to
satisfy all Options under which Ordinary Shares may be acquired.
	 
	14.2	 	The decision of the Directors in any dispute or question relating to any Option or this Plan
shall be final and conclusive subject to the concurrence of the Auditors whenever required
under the provisions of this Plan.
	 
	14.3	 	The Directors may at any time resolve to terminate this Plan, in which event no further
Options shall be granted but the provisions of this Plan shall in relation to Options then
subsisting continue in full force and effect.
	 
	14.4	 	The rights and obligations of an Option Holder under the terms and conditions of his office
or employment shall not be affected by his participation in the Plan or any right he may have
to participate in the Plan. An individual who participates in the Plan waives all and any





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rights to compensation or damages in consequence of the termination (whether in breach of
contract or not) of his office or employment with any company for any reason whatsoever in so
far as those rights arise, or may arise, from his ceasing to have rights under or be entitled
to exercise any Option under the Plan as a result of such termination or from the loss or
diminution in value of such rights or entitlement.
	 
	14.5	 	If any option certificate or statement is worn out, defaced or lost, it may be replaced on
such conditions as the Directors may require.
	 
	14.6	 	In any manner in which they are required to act under this Plan the Auditors shall be deemed
to be acting as experts and not as arbitrators.
	 
	15	 	SHARE APPRECIATION RIGHT ALTERNATIVE
	 
	15.1	 	The Directors may at the Offer Date, in their discretion determine that an Option will not be
satisfied by the acquisition of Ordinary Shares at the Option Exercise Price, but instead that
the Option will be satsified by, subject to Rule 15.2, procuring the transfer to the Option
Holder (or, if relevant, to such other person as determined by the Directors in accordance
with Rule 11.8) of Ordinary Shares with a value equal to the Gain or by applying such value in
the subscription of Ordinary Shares. If the Directors so determine, the Option Exercise Price
shall not be payable, and if already paid, shall be repaid to the Option Holder
	 
	15.2	 	Where the Directors have exercised their discretion under Rule 15.1 in respect of an Option,
the Option Holder may at the Exercise Date elect to receive a cash amount equal to the Gain
instead of receiving Ordinary Shares with a value equal to the Gain or having such value
applied in the subscription of Ordinary Shares, in which case the Company will, where
permitted by law, comply with such a request, except that the Company or any relevant
employing company will be entitled to withhold any amount and make any such arrangements it
considers necessary to meet any liability to taxation or social security contributions in
respect of the Option.
	 
	16	 	ALTERATIONS TO THIS PLAN
	 
	 	 	Subject to the Listing Rules, the Directors may from time to time amend any of these Rules or
waive or modify the application of any of these Rules in relation to any Option Holder.
	 
	17	 	GOVERNING LAW
	 
	 	 	This Plan and all Options shall be governed by and construed in accordance with the laws of
the State of Victoria, Australia.
	 
	18	 	LANGUAGE OF PLAN
	 
	 	 	The language of the Rules is English and in the event of any conflict the English language
version will apply.
	 
	19	 	TERMINATION OR SUSPENSION OF THE PLAN
	 
	 	 	The Directors may terminate or suspend the Plan at any time, provided that termination or
suspension does not affect or prejudice the rights of Option Holders at that time.






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