The FY20 Share Plan offers eligible employees performance-based incentives, including short-term and long-term performance rights. The plan is designed to reward your contributions, align your success with the company’s growth, and give you a greater stake in Northern Star’s future profitability.
The performance measures and any service condition applicable to each annual offer of Rights under the FY20 Share Plan are driven by Northern Star’s remuneration framework which prioritises:
Invitation for STI/LTI Rights is accepted by eligible employee and STI/LTI Rights are awarded.
Period over which performance measures and any service condition applicable to STI/LTI Rights are measured.
At the end of the applicable measurement period, STI/LTI Rights are measured for vesting.
Following the issue of Vesting Notices, eligible employee may exercise vested Rights into Northern Star shares.
You are eligible to participate in the FY20 Share Plan (Eligible Employee) if:
Eligible Employees may receive an Invitation issued under the FY20 Share Plan for short term incentive (STI) or long term incentive (LTI) performance rights (Rights). Rights carry a conditional entitlement to receive one fully paid ordinary share in Northern Star (Share) for each Right that vests and is exercised by you, at no cost to you, subject to:
Upon vesting of Rights, the Company will also provide additional vested Rights equating to the sum of the dividends, net of franking credits, which would have been payable had you held Shares instead of Rights from the beginning of the performance period (Dividend Equivalent Performance Rights). These additional Rights provide an incentive for employees to contribute to the Company's success, as their value is tied to both the operational and financial performance of the business.
Invitations to participate in the FY20 Share Plan will set out the applicable performance measures, the weighting amongst them, any service condition and the measurement periods over which they must be met (Vesting Conditions). These Vesting Conditions are set by the Board annually in relation to the Key Management Personnel (KMP) (as disclosed in the Remuneration Report section of each Annual Report), and by the Managing Director annually in relation to other employees for Rights granted under the Plan.
Summaries of the Vesting Conditions applicable to Rights granted to you are available in your Automic Investor Portal.
The Board has absolute discretion to waive, replace or amend a Vesting Condition, for example, if the Board determines that the original performance measure is no longer appropriate, practical or applicable.
If you are an Eligible Employee, you may receive an Invitation for STI and/or LTI Rights offered under the FY20 Share Plan. Each Invitation will specify the terms and conditions of your participation, including the applicable Vesting Conditions.
To accept your Offer, follow the instructions provided in the Invitation, and complete and submit your Online Application Form prior to the closing date. Where there is a current offer, please refer to the 'Key Dates' section above for the offer open and closing dates.
Your Invitation will outline (amongst other terms) the number of Rights constituting your award.
If you accept an offer of Rights and remain an Eligible Employee, you will receive an email from Automic confirming that Rights have been allocated to you shortly after the grant date. You can view your Rights in the Automic Investor Portal. For a step by step guide on how to register, see the Automic Investor Portal page of this microsite.
The measurement period applicable to Rights will be outlined in the Invitation. Grants of STI Rights have a 1-year performance period from 1 July aligned to the Company’s financial year, and LTI Rights have a 4-year performance period commencing from 1 July.
At the end of the applicable measurement period, Rights will be measured for vesting.
Rights will vest if, when and to the extent that the Board determines that the Vesting Conditions are satisfied. If any Vesting Conditions are not satisfied, then the relevant proportion of Rights will not vest, and will lapse and be cancelled. Participants will be notified of vesting outcomes in writing by way of a Vesting Notice emailed from Automic and available in the Automic Investor Portal.
Following receipt of a Vesting Notice, your Vested Rights are able to be exercised, subject to compliance with the Company’s Securities Trading Policy and the insider trading regime under the Corporations Act 2001 (Cth). You will receive one fully paid ordinary share in Northern Star (Share) for each vested Right that you exercise.
You can exercise vested Rights into Shares by giving an Exercise Notice via the Automic Investor Portal. The length of time you have to exercise the vested Rights may vary from year to year, but typically a ten-year exercise period applies from the date Rights are granted to you, so that you can manage the timing of tax consequences of exercising your vested Rights. Different timeframes apply to former employees, as outlined below.
In the case of Participants subject to the US tax regime, the Plan provides that vested Rights are automatically exercised on the date that a Vesting Notice is delivered by Northern Star to you. No Exercise Notice is therefore required from you if you are subject to the US tax regime.
Following exercise of vested Rights, Shares will be delivered to you either by an issue of new Shares, the purchase of Shares on-market or the transfer of existing Shares held in the Northern Star Employee Share Trust.
Participants should take personal tax advice prior to exercising vested Rights or selling their Shares resulting from Rights. Generic Tax Summary information is available to download from this page, and also available in the Automic Investor Portal.
For Northern Star employees subject to US taxation, the taxing point will apply when your Rights vest. Employees subject to US tax will have their Rights automatically exercised into Shares after the Vesting Date. To fund the withholding tax payable upon vesting, the Company will sell enough of your Shares to cover the obligation, remit the funds directly to the IRS and report the transaction through your pay. Any remaining Shares and cash will be distributed to you.
Rights that do not vest due to failure to satisfy the applicable Vesting Conditions will lapse to the extent such conditions are not satisfied, upon delivery of a Vesting Notice following measurement.
Rights that do vest which are held by a current Northern Star employee continue to be exercisable and do not lapse until the tenth anniversary of the date that they were granted to you (if not exercised prior).
If you cease to be employed by Northern Star, then any Rights that the Board determines you will retain after your employment ends that:
The Board may also determine that Rights lapse in their discretion.
If your employment with Northern Star ends in the ordinary course (such as due to your resignation), the default position is that:
However it is possible in a very narrow range of exceptional circumstances that the Board may exercise discretion to determine you to be a “Good Leaver”, and allow you to keep some of your unvested Rights, depending on the circumstances for ceasing employment, the length of time that the measurement period still has to run before measurement for vesting purposes and other factors that may be pertinent to the Board.
If your employment with Northern Star is terminated due to serious misconduct, conviction of an offence or material breach of your employment contract, all Rights that you hold (unvested and vested) will lapse upon notice of termination (or cessation of employment if no notice is given).
See section 12.1 of the FY20 Share Plan Rules (available to download above) for the default treatment of Rights upon cessation of employment in other circumstances.
During or after your employment, the Board has discretion to reduce the number of unvested Rights you hold depending on conduct. This is called exercise of “malus”.
In addition, the Board may exercise “clawback”. This means that the Board has discretion to clawback vested Rights (or clawback the Shares resulting from exercise of vested Rights, or require payment of the proceeds of sale of those Shares) within two years from the vesting date of the relevant vested Rights, having regard to matters including:
The FY20 Plan Rules are available to download from this page. Please consult that document if you have a question which is not answered above.
Should you have any queries in relation to your participation in the Plan or shareholding generally, please contact Automic’s dedicated email or helpline for Northern Star shareholders on 1300 593 734 (within Australia) or +61 2 7208 4523 (outside Australia) or by email at northernstar@automicgroup.com.au.
The Northern Star information phone line is available at the following times:
© 2025 Northern Star Resources Limited
