D. EXECUTIVE KMP COMPENSATION  (continued) 5. Variable Remuneration — Long Term Incentive (“LTI”)  (continued) (b) Structure  (continued) (ii) 2008 Option Plan for CEO (“2008 OP”)  (continued) (iii) 2012 Option Plan for CEO (“2012 OP”) All options under the 2008 OP have either lapsed or been exercised and  none of these 2008 options remain. The options were not transferable and did not confer any right to participate  in bonus issues or cash issues of ordinary shares. The option exercise price  would have been adjusted for discounted cash issues, and the number of  shares issued on exercise of an option would have been adjusted for bonus  issues of shares. The options did not carry voting or dividend rights and  were not listed for quotation on ASX. Two million options were exercisable subject to certain performance  conditions not earlier than 1 March 2011; two million options were  exercisable subject to certain performance conditions not earlier than  1 March 2012; and two million options were exercisable subject to certain  performance conditions not earlier than 1 March 2013. The earnings per share (“EPS”) performance hurdle had a starting point of  27 cents per ordinary share on 31 December 2007 and the dividend per  share (“DPS”) performance hurdle had a starting point of 9 cents per  ordinary share on 31 December 2007, with growth measured on calendar  year performance. For all options to vest, the Company’s performance must have met  a minimum 10% cumulative average growth rate (“CAGR”) in EPS over the  3 year vesting period for half of each tranche to vest, and must have met  a minimum 10% CAGR in dividends paid over 2 out of the 4 year vesting  period for the other half of each tranche to vest. For half of the options to  vest, the Company’s performance must have met a minimum 5% CAGR in  EPS over the 3 year vesting period for one quarter of each tranche to vest,  and must have met a minimum 5% CAGR in dividends paid over 2 out of the  4 year vesting period for another quarter of each tranche to have vested.  Below 5% CAGR in either DPS or in EPS, no options would vest, with  a pro-rata straight line vesting scale between 5% and 10% CAGR for each  performance condition. The effect of the performance hurdles on the potential vesting of the  options can be illustrated as follows: $^{#}$  Subject to ‘2 out of 4 years’ test *  A pro rata straight line vesting scale applies. All the options were exercisable no later than 1 March 2015. In the event of  termination without cause, Mr. Burke could have exercised the options that  had already vested or that vested during the following 12 month period, or  he could have exercised vested options within 7 days of cessation of  employment in the event of termination for cause. During the prior year all of the remaining options under Mr. Burke’s 2008  Option Plan were exercised or lapsed and no options remained at 30 June  2013. 603,863 third tranche EPS options vested and 396,137 third tranche EPS  options lapsed during the prior year, the second tranche DPS options were  retested in 2013 resulting in 1,000,000 DPS options vesting in March 2013,  with the 1,000,000 third tranche DPS options also vesting in March 2013. The terms of the grant of the options provided that should the Board  determine that Mr. Burke had entered into a hedging transaction or other  transaction having the effect of limiting or eliminating the economic risk  associated with the options as a result of the DPS and EPS growth vesting  hurdles to which they were subject, the options would have expired. On 21 February 2013 Mr. Burke exercised 2,250,036 first and second  tranche vested options into ordinary shares at $2.00 per share, and on  1 March 2013 Mr. Burke exercised the remaining 2,603,863 second and  third tranche vested options, also at $2.00 per share. The value at exercise  date of the options exercised by Mr. Burke during the 2013 year, based on  the original valuation amounts, was $1,307,772. Accordingly all options  under the 2008 OP have either lapsed or been exercised and none of these  2008 options remain. The extension in October 2012 of the employment contract of Mr. Graham  Burke, an Executive Director KMP, to December 2017 included a proposed  grant of up to 4.5 million options over ordinary shares. The resulting 2012  OP is similar in design to the 2008 OP and was approved by the Company’s  shareholders on 15 November 2012. The options were issued on  29 November 2012 with the options being exercisable at $3.76 per share,  with vesting subject to performance hurdles relating to growth in earnings  per share and growth in dividends. Following the $0.25 per share reduction  of share capital approved by shareholders at the Annual General Meeting  on 29 November 2013, the exercise price of the options was reduced to  $3.51 per share, effective from 31 December 2013. The options are not transferable and do not confer any right to participate in  bonus issues or cash issues of ordinary shares. The option exercise price is  adjusted for discounted cash issues, and the number of shares issued on  exercise of an option is adjusted for bonus issues of shares. The options do  not carry voting or dividend rights and are not listed for quotation on ASX. One and a half million options are exercisable subject to certain  performance conditions not earlier than 1 March 2016; one and a half  million options are exercisable subject to certain performance conditions  not earlier than 1 March 2017; and one and a half million options are  exercisable subject to certain performance conditions not earlier than  1 March 2018. Accordingly no options were eligible to vest during 2014  (2013: nil). The EPS performance hurdle has a starting point of 34.4 cents per ordinary  share, being diluted earnings per share before material items and  discontinued operations for the year ended 30 June 2012, with growth  measured on financial year performance, and the DPS performance hurdle  has a starting point of 22 cents per ordinary share inclusive of franking  credits, being the actual dividends paid in the 2012 calendar year, with  growth measured on calendar year performance. For all options to vest, the Company’s performance must meet a minimum  8% cumulative average growth rate (“CAGR”) in EPS over the 3 year vesting  period for half of each tranche to vest, and must meet a minimum 8% CAGR  in dividends paid over 2 out of the 4 year vesting period for the other half of  each tranche to vest. For half of the options to vest, the Company’s  performance must meet a minimum 4% CAGR in EPS over the 3 year  vesting period for one quarter of each tranche to vest, and must meet  a minimum 4% CAGR in dividends paid over 2 out of the 4 year vesting  period for another quarter of each tranche to vest. Below 4% CAGR in either  DPS or in EPS, no options vest, with a pro-rata straight line vesting scale  between 4% and 8% CAGR for each performance condition. The effect of the performance hurdles on the potential vesting of the  options can be illustrated as follows: $^{#}$  Subject to ‘2 out of 4 years’ test *  A pro rata straight line vesting scale applies. All the options are exercisable no later than 1 March 2019. In the unlikely  event of the termination of Mr. Burke’s contract for cause, Mr. Burke may  exercise vested options within one month of cessation of employment and  all unvested options will lapse. In the event of termination without cause  prior to December 2017, including by way of redundancy, all option terms  continue as if Mr. Burke’s employment had not ceased and all options will  25 ANNUAL REPORT 2014 Number of  Options able  to Vest if: Cumulative Annual Growth Rate (“CAGR”) <  4% 4% 4% – 8% = or  >  8% EPS CAGR  hurdle achieved Nil 375,000 Sliding  Scale * 750,000 Maximum  1st  Tranche  Options Dividend CAGR  hurdle achieved  # Nil 375,000 Sliding  Scale * 750,000 EPS CAGR  hurdle achieved Nil 375,000 Sliding  Scale * 750,000 Maximum  2nd  Tranche  Options Dividend CAGR  hurdle achieved  # Nil 375,000 Sliding  Scale * 750,000 EPS CAGR  hurdle achieved Nil 375,000 Sliding  Scale * 750,000 Maximum  3rd  Tranche  Options Dividend CAGR  hurdle achieved  # Nil 375,000 Sliding  Scale * 750,000 Number of  Options able  to Vest if: Cumulative Annual Growth Rate (“CAGR”) <  5% 5% 5% – 10% = or  >  10% EPS CAGR  hurdle achieved Nil 500,000 Sliding  Scale * 1,000,000 Maximum  1st  Tranche  Options Dividend CAGR  hurdle achieved  # Nil 500,000 Sliding  Scale * 1,000,000 EPS CAGR  hurdle achieved Nil 500,000 Sliding  Scale * 1,000,000 Maximum  2nd  Tranche  Options Dividend CAGR  hurdle achieved  # Nil 500,000 Sliding  Scale * 1,000,000 EPS CAGR  hurdle achieved Nil 500,000 Sliding  Scale * 1,000,000 Maximum  3rd  Tranche  Options Dividend CAGR  hurdle achieved  # Nil 500,000 Sliding  Scale * 1,000,000 CLOSE FILE X