Announcement PDF CARNEGIE CLEAN ENERGY LIMITED ACN 009 237 736 NOTICE OF ANNUAL GENERAL MEETING The annual general meeting of the Company will be held at Swan Yacht Club, Riverside Road, East Fremantle WA 6158 on Tuesday, 19 November 2024 at 9:00am (AWST). Proxy Forms for the Meeting should be lodged before 9:00am (AWST) on Sunday, 17 November 2024. Shareholders can also submit, and are encouraged to submit, any questions in advance of the Meeting by emailing the questions to enquiries@carnegiece.com by no later than 5:00pm (AWST) on Tuesday, 12 November 2024. If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 6168 8400. CARNEGIE CLEAN ENERGY LIMITED ACN 009 237 736 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the annual general meeting of shareholders of Carnegie Clean Energy Limited (Company) will be held at Swan Yacht Club, Riverside Road, East Fremantle WA 6158 on Tuesday, 19 November 2024 at 9:00am (AWST) (Meeting). The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form part of this Notice. The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Sunday, 17 November 2024 at 9:00am (AWST). The Company advises that a poll will be conducted for all Resolutions. Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1. AGENDA Annual Report To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2024, which includes the Financial Report, the Directors' Report and the Auditor's Report. Note: There is no requirement for Shareholders to approve these reports. Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items. 1 Resolution 1 – Remuneration Report To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following: 'That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, Shareholders approve the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum.' Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies. Voting Prohibition A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons: (a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or 1 (b) a Closely Related Party of such member. However, a person described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above and either: 2 (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Resolution 2 – Re-election of Mr Michael Fitzpatrick as Director To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 14.4, article 10.3 of the Constitution and for all other purposes, Mr Michael Fitzpatrick, a Director, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum.' 3 Resolution 3 – Approval of 10% Placement Facility To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.' Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of securities (except a benefit solely in the capacity of a holder of ordinary securities in the entity) or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 2 Note: As at the date of this Notice, it is not known who may participate in any Equity Securities issued under Resolution 3 and the Company has not approached any Shareholder or identified a class of existing Shareholders to participate in any issue of Equity Securities under the 10% Placement Facility. Accordingly, no Shareholders are excluded from voting on Resolution 3. 4 Resolution 4 – Approve Employee Incentive Plan To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.2, exception 13(b) and for all other purposes, Shareholders approve the Company's "Employee Incentive Plan" (Plan) and the grant of Shares, Options and Performance Rights under the Plan and the issue of the underlying Shares upon the exercise or conversion of those Options and Performance Rights on the terms and conditions in the Explanatory Memorandum.' Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is eligible to participate in the Plan or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons: (a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such member. However, a person described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above and either: (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or 3 (b) 5 the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Resolution 5 – Amendment to Constitution To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: 'That, pursuant to and in accordance with section 136 of the Corporations Act and for all other purposes, the Constitution be amended on the terms and conditions in the Explanatory Memorandum.' Dated: 11 October 2024 BY ORDER OF THE BOARD Grant Mooney Non-Executive Director and Company Secretary 4 CARNEGIE CLEAN ENERGY LIMITED ACN 009 237 736 EXPLANATORY MEMORANDUM 1 Introduction This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting. This Explanatory Memorandum should be read in conjunction with and forms part of the Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions. This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: Section 2 Action to be taken by Shareholders Section 3 Annual Report Section 4 Resolution 1 – Remuneration Report Section 5 Resolution 2 – Re-election of Mr Michael Fitzpatrick as Director Section 6 Resolution 3 – Approval of 10% Placement Facility Section 7 Resolution 4 – Approve Employee Incentive Plan Section 8 Resolution 5 – Amendment to Constitution Schedule 1 Definitions Schedule 2 Key Terms of Employee Incentive Plan A Proxy Form is located at the end of this Explanatory Memorandum. 2 Action to be taken by Shareholders Shareholders should read the Notice including this Explanatory Memorandum carefully before deciding how to vote on the Resolutions. The Company advises that a poll will be conducted for all Resolutions. 2.1 Proxies A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return 5 the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person (subject to the voting exclusions detailed in the Notice). Please note that: (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes. Proxy Forms must be received by the Company no later than 9:00am (AWST) on Sunday, 17 November 2024, being at least 48 hours before the Meeting. The Proxy Form provides further details on appointing proxies and lodging Proxy Forms. 2.2 Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel) A vote on Resolutions 1 and 4 must not be cast (in any capacity) by or on behalf of any of the following persons: (a) a member of the Key Management Personnel (details of whose remuneration are included in the Remuneration Report); or (b) a Closely Related Party of such member. However, a person described above may cast a vote on Resolutions 1 and 4 as a proxy if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either: 2.3 (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on Resolutions 1 and 4; or (b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on Resolutions 1 and 4, but expressly authorises the Chairperson to exercise the proxy even if Resolutions 1 and 4 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Attendance at Meeting Shareholders may vote by directed proxy rather than attend the Meeting in person (refer to Section 2.1 for further information). If it becomes necessary or appropriate to make alternative arrangements to those detailed in the Notice, Shareholders will be updated via the ASX announcements platform and on the Company’s website at Investor Centre - Carnegie (carnegiece.com). 3 Annual Report In accordance with section 317(1) of the Corporations Act, the Annual Report must be laid before the annual general meeting. There is no requirement for Shareholders to approve the Annual Report. 6 At the Meeting, Shareholders will be offered the opportunity to: (a) discuss the Annual Report which is available online at Investor Centre - Carnegie (carnegiece.com); (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report. In addition to taking questions at the Meeting, written questions to the Chairperson about the management of the Company, or to the Company's auditor about: (a) the preparation and the content of the Auditor's Report; (b) the conduct of the audit; (c) accounting policies of the Company in relation to the preparation of the financial statements; and (d) the independence of the auditor in relation to the conduct of the audit, may be submitted no later than five business days before the Meeting (being no later than 5.00pm (AWST) on Tuesday, 12 November 2024) to the Company Secretary at the Company's registered office. Please note that if you have elected to continue to receive a hard copy of the Annual Report, it will be mailed to you no later than 21 days before the Meeting. However, if you did not elect to continue to receive a hard copy of the Annual Report and now (or at some time in the future) wish to receive a hard copy of the Annual Report, please contact the Company, who will arrange to mail you a hard copy. 4 Resolution 1 – Remuneration Report In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors or the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. Shareholders will have the opportunity to remove the whole Board except the managing director (if applicable) if the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings. Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. The Remuneration Report did not receive a Strike at the 2023 annual general meeting. Please note if the Remuneration Report receives a Strike at this Meeting and if a second Strike is received at the 2025 annual general meeting, this may result in the re-election of the Board. 7 The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report. Resolution 1 is an ordinary resolution. The Chairperson intends to exercise all available undirected proxies in favour of Resolution 1. If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 5 Resolution 2 – Re-election of Mr Michael Fitzpatrick as Director 5.1 General In accordance with Listing Rule 14.4, a director must not hold office (without re-election) past the third annual general meeting following the director's appointment or three years, whichever is longer. Article 10.3(b) of the Constitution requires that a Director must retire from office no later than the longer of the third annual general meeting of the Company or three years following that Director's last election or appointment. Article 10.3(f) of the Constitution states that a Director who retires under article 10.3(b) is eligible for re-election. Resolution 2 provides that, pursuant to and in accordance with Listing Rule 14.4, article 10.3 of the Constitution and for all other purposes, Mr Michael Fitzpatrick retires by rotation and being eligible, is re-elected as a Director. Details of the qualifications and experience of Mr Fitzpatrick are detailed in the Annual Report. If Resolution 2 is passed, Mr Fitzpatrick will be re-elected and will continue to act as a Director for the next three years. If Resolution 2 is not passed, Mr Fitzpatrick will not be re-elected and will cease to act as a Director. Resolution 2 is an ordinary resolution. The Chairperson intends to exercise all available undirected proxies in favour of Resolution 2. 5.2 Board Recommendation The Board (excluding Mr Fitzpatrick) supports the re-election of Mr Fitzpatrick and recommends that Shareholders vote in favour of Resolution 2. 6 Resolution 3 – Approval of 10% Placement Facility 6.1 General Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period (15% Placement Capacity). 8 Listing Rule 7.1A enables an Eligible Entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% Placement Capacity under Listing Rule 7.1. An Eligible Entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less at the time of the relevant annual general meeting. The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $14.28 million (based on the number of Shares on issue and the closing price of Shares on the ASX on 8 October 2024). The Company is seeking Shareholder approval to have the ability to issue Equity Securities under the 10% Placement Facility. The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c)). If Resolution 3 is passed, the Company will be able to issue Equity Securities under Listing Rule 7.1A up to 10% of its issued share capital over a 12-month period after the annual general meeting, in addition to the Company’s 15% Placement Capacity. If Resolution 3 is not passed, the Company will not be able to access the 10% Placement Facility to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval under Listing Rule 7.1. Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative). The Chairperson intends to exercise all available undirected proxies in favour of Resolution 3. 6.2 Listing Rule 7.1A (a) Shareholder approval The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed. (b) Equity Securities Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The Company, as at the date of the Notice, has on issue one quoted classes of Equity Securities, being Shares. (c) Formula for calculating 10% Placement Facility Listing Rule 7.1A.2 provides that Eligible Entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 10% Placement Period (refer to Section 6.2(f)), a number of Equity Securities calculated in accordance with the following formula: (A x D) – E A is the number of Shares on issue at the commencement of the relevant period: 9 (A) plus the number of Shares issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17; (B) plus the number of Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where: (C) (I) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or (II) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4; plus the number of Shares issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where: (I) the agreement was entered into before the commencement of the relevant period; or (II) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or 7.4; (D) plus the number of any other Shares issued in the relevant period with approval under Listing Rule 7.1 or 7.4; (E) plus the number of partly paid ordinary shares that became fully paid in the relevant period; (F) less the number of Shares cancelled in the relevant period. Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% Placement Capacity. (d) D is 10% E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4. Listing Rule 7.1 and Listing Rule 7.1A The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% Placement Capacity under Listing Rule 7.1. At the date of the Notice, the Company has on issue 366,203,472 Shares and therefore has capacity to issue: (i) 45,330,521 Equity Securities under Listing Rule 7.1; and (ii) subject to Shareholder approval being obtained under Resolution 3, 36,620,347 Equity Securities under Listing Rule 7.1A. The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c)). 10 (e) Minimum Issue Price The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (f) (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued. 10% Placement Period Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of: (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; (ii) the time and date of the entity’s next annual general meeting; or (iii) the time and date of the approval by holders of the Eligible Entity's ordinary securities of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), (the 10% Placement Period). 6.3 Effect of Resolution The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% Placement Capacity under Listing Rule 7.1. 6.4 Specific information required by Listing Rule 7.3A In accordance with Listing Rule 7.3A, information is provided as follows: (a) (b) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before: (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued. If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that: (i) the market price for the Company's Equity Securities in that class may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date, which may have an effect on the amount of funds raised by the issue of the Equity Securities. 11 (c) The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable 'A' calculated in accordance with the formula in Listing Rule 7.1A(2) as at 8 October 2024. (d) The table also shows: (i) two examples where variable 'A' has increased, by 50% and 100%. Variable 'A' is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price. Variable 'A' in Listing Rule 7.1A.2 Dilution $0.0195 $0.039 $0.078 50% decrease in Issue Price Issue Price 100% increase in Issue Price 10% Voting Dilution 36,620,347 36,620,347 36,620,347 Funds raised $714,097 $1,428,194 $2,856,387 50% increase in current Variable A 10% Voting Dilution 54,930,520 54,930,520 54,930,520 549,305,208 Shares Funds raised $1,071,145 $2,142,290 $4,284,581 100% increase in current Variable A 10% Voting Dilution 73,240,694 73,240,694 73,240,694 732,406,944 Shares Funds raised $1,428,194 $2,856,387 $5,712,774 Current Variable A 366,203,472 Shares The table has been prepared on the following assumptions: (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility. (ii) No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue