Announcement PDF 1 of 1 24 April 2026 NOTICE OF ANNUAL GENERAL MEETING Hillgrove Resources Ltd (the “Company” or “Hillgrove”) is pleased to enclose a copy of the following documents in relation to the Annual General Meeting of Shareholders to be held on Tuesday, 26 May 2026 at 9:30am (ACST): • Letter to Shareholders regarding arrangements for the Annual General Meeting as despatched to Shareholders; • Notice of Annual General Meeting; and • Proxy Form Authorised for release to the ASX by the Board of Hillgrove Resources Limited. Engage with this announcement at the Hillgrove Resources Investor Hub. For more information contact: Mr Bob Fulker Mr Luke Anderson Chief Executive Officer & Managing Director Chief Financial Officer & Joint Company Secretary Tel: +61 (0)8 7070 1698 Tel: +61 (0)8 7070 1698 1 of 1 24 April 2026 Dear Shareholder I am pleased to invite you to attend the Company’s 2026 Annual General Meeting, being held at HLB Mann Judd, Level 1, 169 Fullarton Road, Dulwich SA 5065 on Tuesday 26 May 2026 at 9:30am (ACST). A Notice of Meeting was released to the ASX on Friday 24 April 2026 in respect of the Meeting of the Company’s Shareholders. In accordance with the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting to shareholders unless the shareholder has made a valid election to receive documents in hard copy. The Notice of Meeting can be viewed and downloaded from www.hillgroveresources.com.au. Alternatively, a complete copy of the meeting documents has been posted to the Company’s ASX market announcements page. If you have elected to receive notices by email, a communication will be sent to your nominated email address. If you have not elected to receive notices by email, a copy of your proxy form will be posted to you, together with this Letter. For further information, please contact the Company Secretary by telephone on +61 8 7070 1698 or by email at cosec@hillgroveresources.com.au. Authorised for release by the Board of Hillgrove Resources Limited. Yours faithfully Jake van der Hoek Joint Company Secretary #11068746v1 HILLGROVE RESOURCES LIMITED ACN 004 297 116 Notice of Annual General Meeting and Related Documentation NOTICE OF ANNUAL GENERAL MEETING TO BE HELD AT 9:30AM (ACST) ON TUESDAY, 26 MAY 2026 IS INCLUDED WITH THESE DOCUMENTS. TO BE VALID, FORMS OF PROXY FOR USE AT THIS MEETING MUST BE COMPLETED AND RETURNED TO THE COMPANY NO LATER THAN 9.30AM (ACST) ON SUNDAY, 24 MAY 2026. TABLE OF CONTENTS PART A: ABOUT THESE DOCUMENTS..................................................................................................................3 PART B: LETTER FROM THE COMPANY SECRETARY .......................................................................................4 PART C: NOTICE OF ANNUAL GENERAL MEETING ............................................................................................5 SECTION 1: TIME AND PLACE OF MEETING....................................................................................................5 SECTION 2: RESOLUTIONS OF ANNUAL GENERAL MEETING......................................................................8 PART D: EXPLANATORY STATEMENT.................................................................................................................11 PART E: GLOSSARY..............................................................................................................................................25 Annexure A...............................................................................................................................................................26 PART A: ABOUT THESE DOCUMENTS Shareholders in Hillgrove Resources Limited ABN 73 004 297 116 (Company) are requested to consider and vote upon each of the Resolutions set out in the Notice. You can vote by: • attending and voting at the Meeting; • appointing someone as your proxy to attend and vote at the Meeting on your behalf, by completing and returning the Proxy Form to the Company or its share registry in the manner set out on the Proxy Form. The Company or its share registry must receive your duly completed Proxy Form by no later than 9:30am (ACST) on Sunday, 24 May 2026; or • if the Shareholder is a body corporate, appoint a corporate representative to attend and vote at the Meeting on behalf of the Shareholder, by providing the Company with evidence of the representative's appointment, including the authority under which it is signed, by no later than 9:30am (ACST) on Sunday, 24 May 2026 (unless such evidence has already been provided to the Company, in which case no further action is required to allow the corporate representative to vote on behalf of the Shareholder at the Meeting). A glossary of the key terms used throughout this Document (including the Proxy Form) is contained in Part E of this Document. Please read the whole of this Document carefully, determine how you wish to vote and then cast your vote. PART B: LETTER FROM THE COMPANY SECRETARY 24 April 2026 Dear Shareholder I am pleased to invite you to attend our Annual General Meeting, being held at HLB Mann Judd, Level 1, 169 Fullarton Road, Dulwich SA 5065 on Tuesday, 26 May 2026 at 9:30am (ACST). Enclosed with this letter is the Notice of Meeting which details the items of business to be dealt with. If you are unable to join us, you are encouraged to complete the enclosed Proxy Form. The signed Proxy Form should be returned as instructed in the Notice of Meeting by no later than 9:30am (ACST), Sunday, 24 May 2026. For details regarding voting by proxy, please refer to the Notice of Meeting and instructions on the back of the Proxy Form. If you plan to attend the Meeting, please bring your Proxy Form with you to facilitate registration. Shareholders who did not elect to receive a copy of the Company’s annual report by mail are able to access it via our website, at www.hillgroveresources.com.au, by clicking on the link via the Investor section. Please remember you can update your communications preferences and holding details by contacting our registry, Boardroom Pty Limited, at enquiries@boardroomlimited.com.au or on 1300 737 760. Your vote is important and we encourage you to either attend the Meeting in person or complete the Proxy Form and return it in accordance with the directions provided. Yours faithfully Jake van der Hoek Joint Company Secretary PART C: NOTICE OF ANNUAL GENERAL MEETING HILLGROVE RESOURCES LIMITED (ACN 004 297 116) Notice is hereby given that the annual general meeting of the members of Hillgrove Resources Limited (ACN 004 297 116) (Company) will be held at the place, date and time set out in Section 1 below and for the purpose of considering and voting upon the Resolutions set out in Section 2. SECTION 1: TIME AND PLACE OF MEETING Venue The annual general meeting of members of the Company will be held at: HLB Mann Judd, Level 1, 169 Fullarton Road, Dulwich SA 5065 Time and Date The meeting will commence at 9:30am (ACST) on Tuesday, 26 May 2026 How to Vote You may vote by attending the Meeting, by proxy or authorised representative. Voting in Person To vote in person, please attend the Meeting on the date, time and place set out above. Voting by Proxy To vote by proxy, please complete and sign the Proxy Form enclosed with this Document as soon as possible and either send, deliver, courier or mail the duly completed Proxy Form: • online at https://www.votingonline.com.au/hgoagm2026 • deliver to Boardroom Pty Limited at Level 8, 210 George Street, Sydney NSW 2000, Australia; or • mail to Boardroom Pty Limited at GPO Box 3993, Sydney NSW 2001, Australia. so that it is received no later than 9:30am (ACST) on Sunday, 24 May 2026. Details on how to vote by proxy are set out on the back of your Proxy Form. Please read this Document carefully and in its entirety, determine how you wish to vote in relation to each of the Resolutions and then cast your vote accordingly. If you do not understand any part of this Document, or are in any doubt as to the course of action you should follow, you should contact your financial or other professional adviser immediately. Determination of Membership and Voting Entitlement for the Purpose of the Meeting For the purpose of determining a person’s entitlement to vote at the Meeting and in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), a person will be recognised as a member and the holder of Shares if that person is registered as a holder of Shares at 6:30pm (ACST) on Sunday, 24 May 2026. Voting Exclusion Statement In accordance with the Corporations Act and the Listing Rules, the following persons must not cast any votes on the following Resolutions, and the Company will disregard any votes cast on that Resolution by or on behalf of: Resolution Excluded Voters 1 All Directors, other Key Management Personnel and their respective associates or any other closely related party in any capacity (other than by means of a directed proxy) 2 None 3 A person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question including Robert (Bob) Fulker and any associate of Robert (Bob) Fulker 4 A person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question including Derek Carter and any associate of Derek Carter 5 A person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question including Roger Higgins and any associate of Roger Higgins 6 A person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question including Murray Boyte and any associate of Murray Boyte 7 A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities), and any associate of those persons However, the Company need not disregard a vote cast in favour of Resolution 1, 3, 4, 5, 6 or 7 if it is cast by: (a) a person as proxy or attorney for a person who is entitled to vote, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or (b) the person chairing the meeting as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair 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: ▪ 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 the resolution; and ▪ the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way. For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolutions 1, 3, 4, 5, and 6 if: • the person is either: o a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; or o a Closely Related Party of such a member; and • the appointment does not specify the way the proxy is to vote on the Resolution. However, the Company will not disregard a vote if: • the person is the chair of the meeting at which the Resolution is voted on; and • the appointment expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity. Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on Resolutions 1, 3, 4, 5, and 6 even though they are connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on Resolutions 1, 3, 4, 5, and 6 by marking the appropriate box on the proxy form. Proxies A Shareholder, entitled to attend and vote at this Meeting pursuant to the Constitution, is entitled to appoint no more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion of the member’s voting rights. A proxy need not be a Shareholder. Any instrument of proxy deposited or received by the Company in which the name of the appointee is not filled in shall be deemed to be given in the favour of the Chair of the Meeting. The instrument appointing a proxy must be lodged, and any power of attorney or an office copy of a certified copy thereof under which an attorney for a member appoints a proxy, must be lodged by no later than 9:30am (ACST) on Sunday, 24 May 2026 in accordance with the instructions provided in the Proxy Form. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney or if such appointor is a corporation, under the hand of its attorney or the hand of a person duly authorised by the corporation. The Proxy Form which accompanies this Notice may be used. Corporate Representatives A body corporate that is a Shareholder, or that has been appointed as a proxy by a Shareholder, may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at the Meeting. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on the body corporate’s behalf, all of the powers that the body could exercise at the Meeting or in voting on a resolution. Evidence of the representative's appointment, including the authority under which it is signed, must be produced to the Company by no later than 9:30am (ACST) on Sunday, 24 May 2026 unless these documents have previously been provided to the Company. SECTION 2: RESOLUTIONS OF ANNUAL GENERAL MEETING BUSINESS ACCOUNTS To receive and consider the Company’s financial statements for the 12 months ended 31 December 2025 and the related reports of the Directors and auditor. 1. REMUNERATION REPORT The Remuneration Report is in the Directors’ Report section of the Company's 2025 Annual Report. In accordance with section 250R(2) of the Corporations Act, listed companies are required to submit the Remuneration Report to a vote for adoption at the Company's Annual General Meeting. In accordance with section 250R(3) of the Corporations Act, the resolution will be determined as an ordinary resolution but is advisory only and does not bind the Directors or the Company. To consider and, if thought fit, to pass, with or without amendment, the following motion: Resolution 1 – Remuneration Report “That, for the purposes of section 250R(2) of the Corporations Act, the Remuneration Report in the 2025 Annual Report of the Company be adopted.” For a detailed discussion of the circumstances material to a consideration of Resolution 1, please read Part D, Resolution 1 below. 2. RE-ELECTION OF DIRECTOR – Roger Higgins In accordance with Article 6.3 of the Constitution and Listing Rule 14.5, Roger Higgins retires by rotation, effective at the conclusion of the Meeting, and being eligible, offers himself for re-election. To consider and, if thought fit, pass the following resolution as an ordinary resolution: Resolution 2 – Re-election of Director Retiring By Rotation “That Roger Higgins is re-elected as a director of the Company.” For a detailed discussion of the circumstances material to a consideration of Resolution 2, please read Part D, Resolution 2 below. 3. ISSUE OF PERFORMANCE RIGHTS UNDER THE PRP TO ROBERT (BOB) FULKER To consider and, if thought fit, pass the following resolution as an ordinary resolution: Resolution 3 – Issue of Performance Rights under the PRP to Robert (Bob) Fulker "That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, the Shareholders approve the proposed issue by the Company to Robert (Bob) Fulker of 29,336,717 Performance Rights which once issued and as more particularly described in Part D of this document, will entitle Robert (Bob) Fulker to be issued with an equal number of Shares, upon and subject to the satisfaction of specific criteria as set out in the Explanatory Statement." For a detailed discussion of the circumstances material to a consideration of Resolution 3, please read Part D, Resolution 3 below. 4. ISSUE OF PERFORMANCE RIGHTS UNDER THE PRP TO DEREK CARTER To consider and, if thought fit, pass the following resolution as an ordinary resolution: Resolution 4 – Issue of Performance Rights under the PRP to Derek Carter "That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, the Shareholders approve the proposed issue by the Company to Derek Carter of 3,167,032 Performance Rights which once issued and as more particularly described in Part D of this document, will entitle Derek Carter to be issued with an equal number of Shares, upon and subject to the satisfaction of specific criteria as set out in the Explanatory Statement." For a detailed discussion of the circumstances material to a consideration of Resolution 4, please read Part D, Resolution 4 below. 5. ISSUE OF PERFORMANCE RIGHTS UNDER THE PRP TO ROGER HIGGINS To consider and, if thought fit, pass the following resolution as an ordinary resolution: Resolution 5 – Issue of Performance Rights under the PRP to Roger Higgins "That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, the Shareholders approve the proposed issue by the Company to Roger Higgins of 2,089,130 Performance Rights which once issued and as more particularly described in Part D of this document, will entitle Roger Higgins to be issued with an equal number of Shares, upon and subject to the satisfaction of specific criteria as set out in the Explanatory Statement." For a detailed discussion of the circumstances material to a consideration of Resolution 5, please read Part D, Resolution 5 below. 6. ISSUE OF PERFORMANCE RIGHTS UNDER PRP TO MURRAY BOYTE To consider and, if thought fit, pass the following resolution as an ordinary resolution: Resolution 6 – Issue of Performance Rights under the PRP to Murray Boyte "That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, the Shareholders approve the proposed issue by the Company to Murray Boyte of 2,089,130 Performance Rights which once issued and as more particularly described in Part D of this document, will entitle Murray Boyte to be issued with an equal number of Shares, upon and subject to the satisfaction of specific criteria as set out in the Explanatory Statement." For a detailed discussion of the circumstances material to a consideration of Resolution 6, please read Part D, Resolution 6 below. 7. APPROVAL OF 10% PLACEMENT FACILITY To consider and, if thought fit, pass the following resolution as a special resolution: Resolution 7 – Approval of 10% Placement Facility "That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement" For a detailed discussion of the circumstances material to a consideration of Resolution 7, please read Part D, Resolution 7 below. 8. OTHER BUSINESS To transact any other business as may be brought before the Meeting. By order of the Board Jake van der Hoek Joint Company Secretary Dated: 24 April 2026 PART D: EXPLANATORY STATEMENT This Explanatory Statement is included in and forms part of the Notice of Meeting. It contains an explanation of, and information about, the Resolutions to be considered at the Meeting. It is given to Shareholders to help them determine how to vote on the Resolutions set out in the accompanying Notice of Meeting. Shareholders should read this Explanatory Statement in full as individual sections do not necessarily give a comprehensive review of the Resolutions contemplated in this Explanatory Statement. If you are in doubt about what to do in relation to a Resolution, you should consult your financial or other professional advisor. Accounts The Company’s Financial Report for the 12 month period ended 31 December 2025 is set out in the Annual Report. In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on the financial report and on the business and management of the Company. During the discussion of this item, the Company’s auditor will be present and will answer qualifying questions. Written questions for the auditor If you would like to submit a written question to the Company’s auditor, please post your question to the Company Secretary. Written questions must relate to the content of the auditor’s report or the conduct of the audit to be considered at the Meeting. A list of qualifying questions will be made available at the Meeting. Please note that all questions must be received at least four business days before the date of the Meeting, that is, by no later than 9.30am (ACST) on Wednesday, 20 May 2026. Resolution 1 – Remuneration Report The Remuneration Report is in the Directors’ Report section of the Company's 2025 Annual Report. Listed companies are required to submit the Remuneration Report to a vote for adoption at the Meeting. The resolution will be determined as an ordinary resolution but is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second Annual General Meeting (Spill Resolution), to approve calling a general meeting (Spill Meeting). If more than 50% of the votes 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) vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the second AGM. All of the Directors who were in office when the Company's Directors' Report was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting, but may stand for re-election at the Spill Meeting. Following the Spill Meeting, those persons whose election or re-election as a Director is approved will be the Directors of the Company. At the Company’s 2025 Annual General Meeting, the adoption of the Remuneration Report was carried on a proxy vote, and in excess of 75% of the votes cast were in favour of Resolution 1. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and key management personnel of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Financial Report of the Company for the 12 month period ending 31 December 2025 which is also available on the Company’s website at www.hillgroveresources.com.au. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting. The Directors recommend that Shareholders vote in favour of Resolution 1. The Chair intends to vote undirected proxies in favour of Resolution 1. Resolution 2 – Re-election of Roger Higgins as Director Roger has over 50 years of experience in the resources industries, including being a former Managing Director of Ok Tedi Mining Limited in Papua New Guinea and Senior Vice President Copper at Canadian metals and mining company Teck Resources Limited. He was also Vice President and Chief Operating Officer with BHP Base Metals (Australia) and held senior operations and project positions with BHP in Chile. He is an Adjunct Professor with the Sustainable Minerals Institute, University of Queensland. He was previously the Chair of both Minotaur and Demetallica Limited and a Non-Executive Director of Newcrest Mining Limited and Worley Limited. Roger is a member of the Audit and Risk, Remuneration and Nomination Committees. With his vast skills, expertise and experience complementing the existing Board, the Directors (with Mr Higgins abstaining) recommend that Shareholders re-elect Roger Higgins as Director and vote in favour of Resolution 2. The Chair intends to vote undirected proxies in favour of Resolution 2. Resolution 3 – Issue of Performance Rights under the PRP to Mr Robert (Bob) Fulker Background As part of Mr Fulker's employment contract, and used by the Company as a retention and incentive mechanism linked to the performance of the Company, Mr Fulker is entitled to long term incentives Performance Rights to be issued The Board proposes to issue Robert (Bob) Fulker, Managing Director of the Company 29,336,717 Performance Rights, by offering Mr Fulker participation in the PRP. It is anticipated these will be issued as soon as possible following the meeting, and in any case within one month of the meeting. This issue is subject to Shareholder approval and the satisfaction of separate performance conditions, as described below. Chapter 2E of the Corporations Act For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must: (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in section 210 to 216 of the Corporations Act. The grant of the Performance Rights constitutes giving a financial benefit and Mr Fulker is a related party of the Company by virtue of being a Director. The Directors consider that shareholder approval pursuant to Chapter 2E of the Corporations Act is not required because the grant of the Performance Rights is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis. Requirements for approval Shareholder approval of the issue of Performance Rights to Mr Fulker under the PRP and his acquisition of Performance Rights as detailed above and of Shares on vesting of those Performance Rights is sought for all purposes under the Listing Rules, including Listing Rule 10.14. ASX Listing Rule 10.14 Under ASX Listing Rule 10.14, an entity must not issue securities to a related party (such as a Director or a company controlled by a Director) under an employee incentive scheme without the approval of Shareholders. Accordingly, approval of Shareholders is sought for the purpose of ASX Listing Rule 10.14 to enable the Company to make grants of Performance Rights, and subsequently issue or transfer Shares, to Mr Fulker. As approval will be given under ASX Listing Rule 10.14, no approval is required under ASX Listing Rule 7.1. For the purposes of ASX Listing Rule 10.15, the following information is provided: • The Performance Rights will be issued to Mr Fulker. • Mr Fulker is a Director of the Company and therefore fits in the category of ASX Listing Rule 10.14.1. • a total of 29,336,717 Performance Rights are proposed to be issued under the PRP • 36,945,517 Performance Rights have previously been issued to Mr Fulker under the PRP, all for no cash consideration. • The Company proposes to issue Performance Rights to incentivise the Managing Director. • The Performance Rights will be granted to Mr Fulker no later than 3 years after shareholder approval is received. • The Performance Rights will be issued for no cash consideration and accordingly, no funds will be raised. • There are no loans relating to the issue or exercise of any Performance Rights or the acquisition of any Shares under the PRP. • Details of any securities, including Performance Rights, granted under the PRP will be disclosed in the Company’s annual report relating to the period in which those securities have been issued, and that approval for the issue of those securities was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the scheme after the resolution is approved and who were not named in this notice of meeting will not participate until approval is obtained. • In accordance with Listing Rule 10.15.12, the Company will disregard any votes cast on Resolution 3 by a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (i.e. the PRP), including Robert (Bob) Fulker and any associate of Robert (Bob) Fulker. • The Performance Rights proposed to be issued will vest at the end of the three year performance period from 1 January 2026 to 31 December 2028 (Performance Period), on the following conditions: o 1/3 of Performance Rights issued to vest in accordance with the Company's relative total shareholder return as compared to a set peer group as follows: Total Shareholder Return of Company relative to Total Shareholder Return of constituents of the peer group Proportion of Performance–related Performance Rights that vest Below 50th percentile 0% 50th percentile 50% Between 50th and 75th percentile (not inclusive) Straight line vesting between 50% and 100% 75th percentile or above 100% o