Announcement PDF 1 Important notice This Notice of Annual General Meeting should be read in conjunction with the Explanatory Memorandum. The Explanatory Memorandum contains important information about the matters to be considered at the Annual General Meeting of Articore Group Limited and to assist shareholders to determine how to vote on the Resolutions set out in this Notice. Should you wish to discuss any of the matters detailed in this Notice, please do not hesitate to contact the Company Secretary on +61 3 9614 2444 or comp.sec@articore.com. 2026 Annual General Meeting Notice of Meeting Articore Group Limited Contents Page Business of the Annual General Meeting 5 Explanatory Memorandum 7 Glossary 13 Annexure A 15 Voting Exclusion Statements 18 Voting Form Attached Notice of Annual General Meeting of Shareholders of Articore Group Limited Notice is given that the annual general meeting of Shareholders of Articore Group Limited ACN 119 200 592 (the Company) will be held: ●​ on Thursday, 29 October 2026 at 10:00am (AEDT) ●​ virtually at https://meetings.lumiconnect.com/300-588-370-218. Please see the Important Information section below for details. Important Information Your vote is important The business of the Meeting affects your shareholding and your vote is important. Voting eligibility 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 Shareholders at 7:00pm (AEDT) on Tuesday, 27 October 2026. How to Vote Online By logging onto the website at https://www.votingonline.com.au/atgagm2026 and following the instructions on the Voting Form, or by scanning the QR code on the back of your Voting Form using a mobile device. By post By posting the Voting Form to the following address: ​ Boardroom Pty Limited​ ​ GPO Box 3993​ ​ Sydney NSW 2001​ ​ Australia 2 2026 Annual General Meeting Notice of Meeting Articore Group Limited By hand By delivering the Voting Form in person to the following address between the hours of 9:00am and 5:00pm Monday to Friday (excluding public holidays): ​ Boardroom Pty Limited​ ​ Level 8, 210 George Street​ ​ Sydney NSW 2000​ ​ Australia By fax By faxing the Voting Form to +61 2 9290 9655. Voting Methods Voting prior to the meeting In accordance with rule 37(e) of the Constitution, the Directors may, subject to law, determine that, at any general meeting, a member who is entitled to attend and vote on a resolution at the meeting is entitled to a direct vote in respect of that resolution. A ‘direct vote’ includes notice of a shareholder's voting intention delivered to the company by post, fax, electronic or other means approved by the Board and otherwise in accordance with the Constitution and regulations, rules and procedures made by the Board in accordance with rule 44(a) of the Constitution. Shareholders may vote directly in their own capacity or appoint and direct a proxy how to vote or allow the proxy to exercise their discretion in voting online at https://www.votingonline.com.au/atgagm2026. If you are a Shareholder entitled to attend and vote, you may appoint a proxy to attend and act on your behalf at the Meeting or to cast a direct vote in advance of the Meeting. A proxy need not be a shareholder of the Company and can be an individual or a body corporate. You may appoint a proxy either online at https://www.votingonline.com.au/atgagm2026 or by completing and submitting a Voting Form prior to the Meeting. If a Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint one or two proxies. If two proxies are appointed, the appointing Shareholder may specify the proportion or number of their votes each proxy is appointed to exercise. In accordance with Rule 7.10(m) of the Company's Constitution, if no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes. If you require an additional Voting Form, please contact the Share Registry at proxy@boardroomlimited.com.au. You will need your holder identifier (SRN or HIN) and postcode. You may also vote directly or appoint a proxy by completing and signing the enclosed Voting Form and returning it by the time and in accordance with the instructions set out on the Voting Form. Even if you plan to attend the Meeting, you are still encouraged to submit a vote in advance of the Meeting so that your votes can still be counted if for any reason you cannot attend (for example, if there is an issue with your internet connection on the day of the Meeting). Shareholders who submit direct votes prior to the Meeting will be deemed to have appointed the Chair as their proxy and representative for the purposes of determination of quorum. Voting at the Meeting Shareholders have the opportunity to attend and vote at the Meeting via the online platform where you will be able to vote and ask questions in real time. In accordance with rule 37(e) of the Constitution, the Board has determined that a Shareholder who is entitled to attend and vote at the Meeting may submit a vote during the Meeting via the online meeting platform provided by the Share Registry. You can access the platform at https://meetings.lumiconnect.com/300-588-370-218. More information regarding online participation at the Meeting including how to vote and ask questions is available in the Virtual Meeting Online Guide. That Guide is available at https://articore.com/annual-general-meeting and has been lodged with the ASX. 3 2026 Annual General Meeting Notice of Meeting Articore Group Limited Voting by proxy Proxies will be able to view the live webcast of the Meeting, vote online in real time in accordance with their proxy instructions and ask Directors questions online. In accordance with section 249L of the Corporations Act, Shareholders are advised that: ⚫​ each Shareholder has a right to appoint a proxy; and ⚫​ the proxy need not be a Shareholder of the Company; and ⚫​ a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholders’ votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Proxy vote if appointment specifies way to vote Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular Resolution and if it does: ⚫​ the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and ⚫​ if the proxy has 2 or more appointments that specify different ways to vote on the Resolution, the proxy must not vote on a show of hands; and ⚫​ if the proxy is the Chair, the proxy must vote on a poll, and must vote that way (i.e. as directed); and ⚫​ if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Transfer of non-chair proxy to Chair in certain circumstances Section 250BC of the Corporations Act provides that, if: ⚫​ an appointment of a proxy specifies the way the proxy is to vote on a particular Resolution at the Meeting; and ⚫​ the appointed proxy is not the Chair; and ⚫​ at the Meeting, a poll is duly demanded on the Resolution, or is otherwise required under section 250JA, on the question that the Resolution be passed; and ⚫​ either of the following applies: o​ the proxy is not recorded as attending the Meeting; or o​ the proxy does not vote on the Resolution, the Chair is taken, before voting on the Resolution closes, to have been appointed as the proxy for the purposes of voting on the Resolution at the Meeting. Corporate representatives A body corporate which is a Shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the Meeting. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should provide to the Company’s share registry a properly executed letter or other document confirming its authority to act as the company’s representative prior to the Meeting. A Certificate of Appointment of Corporate Representative form may be obtained from the Company’s Share Registry or online at https://www.votingonline.com.au/atgagm2026. Voting by attorney Any shareholder may, by properly executed power of attorney, appoint an attorney to act on the shareholder’s behalf at a general meeting. An attorney need not themselves be a shareholder. The attorney may be authorised to appoint a proxy for the shareholder granting the power of attorney. The power of attorney appointing the attorney must be signed and specify the name of each of the shareholder, the Company and the attorney, and also specify the meeting(s) at which the appointment may be used. The appointment may be a standing one. A certified copy of a power of attorney must be lodged with the Share Registry not later than 48 hours before the commencement of the meeting. 4 2026 Annual General Meeting Notice of Meeting Articore Group Limited Business of the Annual General Meeting Ordinary business 1.​ FINANCIAL STATEMENTS AND REPORTS To receive and consider the Annual Report of the Company for the financial year ended 30 June 2026, including the financial statements, Directors' Report, the Remuneration Report and the auditor's report. 2.​ RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT ​ To consider and, if thought fit, to pass, the following Resolution as a non-binding resolution: ​ “THAT, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's Annual Report for the financial year ended 30 June 2026.” ​ Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. ​ A voting exclusion statement in respect of this Resolution is set out at the back of the Explanatory Memorandum to this Notice of Meeting. The Chair intends to vote all undirected proxies in favour of this Resolution. 3.​ RESOLUTION 2 – ELECTION OF DIRECTOR – NASEEMA SPARKS ​ To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution: ​ “THAT Naseema Sparks, having retired from office as a Director in accordance with Rule 48(c) of the Constitution and ASX Listing Rule 14.4, and being eligible, having offered herself for election, be elected as a Director of the Company.” ​ The Chair intends to vote all undirected proxies in favour of this Resolution. 4.​ RESOLUTION 3 – RATIFICATION OF PRIOR ISSUES OF SHARES PURSUANT TO ASX LISTING RULE 7.4 To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution: “THAT, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 2,100,000 Shares to Pillar Custodial Services Pty Ltd ACN 097 300 377 as trustee of the Articore Group Limited Employee Share Trust on the terms and conditions as set out in the Explanatory Memorandum.” A voting exclusion statement in respect of this Resolution is set out at the back of the Explanatory Memorandum to this Notice of Meeting. The Chair intends to vote all undirected proxies in favour of this Resolution. 5.​ RESOLUTION 4 – APPROVAL TO ISSUE EMPLOYEE INCENTIVE SECURITIES PURSUANT TO ASX LISTING RULE 7.1 To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution: “THAT, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of Employee Incentive Securities under the Articore Group Long Term Incentive Plan, on the terms and conditions as set out in the Explanatory Memorandum.” 5 2026 Annual General Meeting Notice of Meeting Articore Group Limited A voting exclusion statement in respect of this Resolution is set out at the back of the Explanatory Memorandum to this Notice of Meeting. The Chair intends to vote all undirected proxies in favour of this Resolution. 6.​ OTHER BUSINESS To transact any other business which may legally be brought before the Meeting. Dated: 28 September 2026 By order of the Board Harry Pratt Company Secretary Articore Group Limited 6 2026 Annual General Meeting Notice of Meeting Articore Group Limited Explanatory Memorandum 1.​ FINANCIAL STATEMENTS AND REPORTS In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the Annual Report of the Company for the financial year ended 30 June 2026 together with the declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Company's Annual Report is available on its website at https://articore.com/reports-and-presentations. Shareholders will be given a reasonable opportunity to ask questions and make comments on the reports, and on the operations of the Company, and to ask questions of the auditor. 2.​ RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1​ General ​ The Corporations Act requires that, at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. ​ The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and other Key Management Personnel of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Report. The Chair must allow a reasonable opportunity for its Shareholders to ask questions about or make comments on the Remuneration Report at the Annual General Meeting. 2.2​ Voting consequences ​ Under the Corporations Act, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at two consecutive annual general meetings, at least 25% of the votes cast on a resolution in respect of a remuneration report vote against the adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to a vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. ​ If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. If a Spill Meeting is convened, all of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) 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 each person whose election or re-election as a director of the company was approved will continue as a director of the company. 2.3​ Previous voting results ​ At the Company’s previous annual general meeting, votes cast were strongly in favour of adoption of the Remuneration Report (96.62% in favour, 0.38% against). Accordingly, the Spill Resolution is not relevant for this Annual General Meeting. 2.4​ Proxy voting restrictions Shareholders appointing a proxy for this Resolution should note the following: Person appointed as proxy Where directions are given on Voting Form Where no directions are given on Voting Form Key Management Personnel1 Vote as directed Unable to vote3 Chair2 Vote as directed Able to vote at discretion of proxy if expressly authorised to do so under the Voting Form4 7 2026 Annual General Meeting Notice of Meeting Articore Group Limited Person appointed as proxy Where directions are given on Voting Form Where no directions are given on Voting Form Other Vote as directed Able to vote at discretion of proxy Notes: 1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that Key Management Personnel. 2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of the Chair. 3 Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution. 4 The Voting Form notes that it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions, other than as indicated. 2.5​ Board Recommendation The Board unanimously recommends that you vote in favour of this Resolution. 3.​ RESOLUTION 2 – ELECTION OF DIRECTOR – NASEEMA SPARKS 3.1​ Election of Current Director - Naseema Sparks Rule 48(c) of the Constitution provides that the Board may at any time appoint any person as a Director as an addition to the Board, and that a Director appointed under rule 48(c) (other than an exempt Managing Director) may hold office only until the end of the next annual general meeting of the Company and is then eligible for election at that meeting without needing to give any prior notice of an intention to submit for election. In June 2025, the Company announced to ASX that, as part of its Board and executive renewal, the Board would conduct a formal search process to identify a suitable candidate to replace Ben Heap, who stepped down from the Board in June 2025. As noted at that time, the Board sought an Australia-based individual suitable for the position as Chair of the Company’s People, Remuneration and Nomination Committee. During the year, the Board identified and appointed Naseema Sparks as an independent Board appointee with the necessary skills and experience to fill this position. In accordance with rule 48(c) of the Constitution, Ms Sparks, as a Director appointed by the Board during the year, will retire as Director at the Meeting and being eligible, will stand for election. If Resolution 2 is passed, Ms Sparks will continue to be a Director and remain on the Board. If Resolution 2 is not passed, Ms Sparks will cease to be a Director at the end of the Meeting. Personal particulars for Ms Sparks are set out below. Naseema Sparks Naseema Sparks AM is an experienced non-executive director with deep expertise in scaling high-growth, consumer-facing technology businesses. She brings particular strength in customer strategy and organisational culture — capabilities that are central to Articore's strategic priorities as it enters its next phase of profitable growth. Based in Australia, Naseema has served on the boards of several ASX-listed companies, including Australian Vintage Ltd (ASX: AVG), Blackmores Ltd, PMP Ltd and DealsDirect.com.au, and is currently chair of several private and pre-IPO companies. 3.2​ Board Recommendations The Board (other than Ms Sparks, who has abstained from making a recommendation on Resolution 2 due to her personal interest in the resolution) recommends that you vote in favour of Resolution 2. Each Director intends to vote their respective shareholdings in favour of these Resolutions. 8 2026 Annual General Meeting Notice of Meeting Articore Group Limited 4.​ RESOLUTION 3 AND RESOLUTION 4 – RATIFICATION AND APPROVAL OF ISSUES OF SECURITIES 4.1​ General ​ On 3 September 2026, the Company issued 2,100,000 Shares to Pillar Custodial Services Pty Ltd ACN 097 300 377 as trustee of the Articore Group Limited Employee Share Trust (EST), as a top-up of the pool from which shares to be granted on exercise of convertible securities by employees under the Company’s various equity incentive plans may be satisfied (EST Shares). ​ In addition, the Company proposes to issue SARs under the Company’s Long Term Incentive Plan (LTIP) to various Group employees in about December 2026 (Employee Incentive Securities). The number of Employee Incentive Securities to be issued will be determined based on a formula that is based on the total agreed value of Employee Incentive Securities to be issued divided by a Black Scholes valuation based on the VWAP of the Company’s shares over the 30 day period ending on the day before the grant date. ​ The following table illustrates: (a)​ the number of Employee Incentive Securities that may be issued in about December 2026 based on the following hypothetical Black Scholes valuation modelling based on the 30 day VWAP, and a total value of Employee Incentive Securities $789,942 (being the expected total value of equity grants comprising the Employee Incentive Securities). The hypothetical 30 day VWAP figures shown are the 30 day VWAP as at 7 September 2026, and an increase and decrease of 20% on that price; and (b)​ the numbers of Shares which may be issued where Employee Incentive Securities subsequently vest and are settled via an issue or transfer of Shares on exercise, should the Company elect not to settle the exercise in cash. 30 day VWAP as at the day before the grant date AU$0.3099 AU$0.3874 AU$0.4649 Black Scholes valuation based on 30 day VWAP AU$0.2324 AU$0.2906 AU$0.3487 Number of Employee Incentive Securities to be issued 3,399,062 2,718,314 2,265,391 Total number of Shares which may be issued or transferred on exercise Increase in Share price at exercise date vs 30 day VWAP as at the day before the grant date 50% 1,133,021 906,105 755,130 100% 1,699,531 1,359,157 1,132,696 200% 2,266,041 1,812,209 1,510,261 The Company issued the EST Shares under its 15% Placement Capacity. The issue of the EST Shares did not breach ASX Listing Rule 7.1. Under Resolution 3, the Company is seeking Shareholder ratification of the issue of the EST Shares pursuant to ASX Listing Rule 7.4. Such approval will refresh the Company’s ability to issue that number of securities under its 15% Placement Capacity in the future. Under Resolution 4, the Company is seeking Shareholder approval for the issue of the Employee Incentive Securities under the LTIP for the purposes of ASX Listing Rule 7.1, so that those securities will be excluded from the calculation of the Company’s 15% Placement Capacity. 9 2026 Annual General Meeting Notice of Meeting Articore Group Limited 4.2​ ASX Listing Rules 7.1 and 7.4 ​ Broadly speaking, subject to certain exceptions prescribed under the ASX Listing Rules, ASX Listing Rule 7.1 limits the number of securities that a company may issue without shareholder approval over any 12-month period to 15% of the total of the number of shares the company had on issue at the start of the 12-month period (15% Placement Capacity). ​ ASX Listing Rule 7.4 allows for shareholders to subsequently approve an issue of, or agreement to issue, securities, provided the issue did not breach ASX Listing Rule 7.1 at the time of issue. If Shareholders do provide approval, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without shareholder approval under that Rule. ​ At the time of the issue of securities the subject of Resolution 3, the issue did not fall within any exception in ASX Listing Rule 7.2. As the issue has not yet been approved by Shareholders, the issued securities are currently using up a part of the Company’s 15% Placement Capacity, reducing the Company’s capacity to issue further equity securities without shareholder approval under ASX Listing Rule 7.1 for the 12-month period following the issue. ​ ​ By contrast, Resolution 4 seeks Shareholder approval prospectively for the issue of Employee Incentive Securities under ASX Listing Rule 7.1. ​ If Resolution 3 is passed, the EST Shares will be excluded in calculating the Company’s 15% Placement Capacity, effectively increasing the number of equity securities the Company can issue without obtaining Shareholder approval over the 12-month period following the issue date of the EST Shares. If Resolution 3 is not passed, the EST Shares will continue to be included in calculating the Company’s 15% Placement Capacity, effectively decreasing the number of equity securities it can issue without obtaining Shareholder approval over that period. ​ ​ If Resolution 4 is passed, the issue of the Employee Incentive Securities will be approved for the purposes of ASX Listing Rule 7.1 and those securities will be excluded from the calculation of the Company’s 15% Placement Capacity. If Resolution 4 is not passed, the Company may still issue the Employee Incentive Securities, provided the issue is made within the Company’s available placement capacity under ASX Listing Rule 7.1 or otherwise in accordance with the ASX Listing Rules. ​ The Directors consider it prudent to retain the flexibility and capacity to issue additional securities in accordance with ASX Listing Rule 7.1 if circumstances require and, accordingly, seek Shareholders’ approval of the ratification of the issue of Shares to the trustee of the EST as set out in Resolution 3, and approval for the issue of Employee Incentive Securities to various employees of the Company under the LTIP for the purposes of ASX Listing Rule 7.1 as set out in Resolution 4. 4.3​ Summary of issue of Shares under Resolution 3 ​ For the purpose of ASX Listing Rule 7.5, the following information is provided: (a)​ the EST Shares were issued to Pillar Custodial Services Pty Ltd ACN 097 300 377 as trustee of the EST. No related parties of the Company or their Associates were allotted any EST Shares. The EST Shares are held by the EST for the purpose of satisfying the exercise of securities convertible into Shares by employees of the Company from time to time under the EIP; (b)​ the number of EST Shares for which Shareholder ratification is being sought under Resolution 3 is 2,100,000; (c)​ the EST Shares are fully paid ordinary shares in the Company; (d)​ the EST Shares were issued on 3 September 2026; (e)​ the EST Shares were issued at a price of $0.37 per Share, being the closing market price of Shares on 1 September 2026; (f)​ the issue price of all of the EST Shares was funded by contributions made to the EST by the Company in accordance with the terms of the trust deed in respect of the EST, resulting in no funds being raised by the issue of the EST Shares. All funds contributed to the EST in respect of the subscription price for the EST Shares were remitted to the Company on issue of the EST Shares; and (g)​ a voting exclusion statement is included in this Notice. 10 2026 Annual General Meeting Notice of Meeting Articore Group Limited 4.4​Summary of the issue of Employee Incentive Securities under Resolution 4 For the purposes of ASX Listing Rule 7.3, the following information is provided: (a)​ the Employee Incentive Securities the subject of Resolution 4 are proposed to be issued to various Articore Group employees under the LTIP, including the Group CFO, Derek Yung, being a member of the Company’s key management personnel, in his capacity as an executive employee of the Company; (b)​ the number of Employee Incentive Securities for which Shareholder ratification is being sought under Resolution 4 is based on the formula set out in section 4.1 of this Explanatory Memorandum; (c)​ the Employee Incentive Securities will be issued on the terms set out below, and otherwise on the terms set out in the EIP as summarised in Annexure A: Terms of SARs Share price upon which appreciation is measured (Issue Price) Price equal to the 30 Day VWAP immediately prior to the grant date. The total value (based on the closing price of Shares on the day prior to exercise) exceeding the aggregate Issue Price of SARs may, following vesting, be exercised into Shares or paid in cash, at the Company’s discretion. Valuation Calculated by reference to the Black Scholes valuation using the 30 Day VWAP immediately prior to the grant date. Instrument volatility Calculated using the Company’s share price history over prior 6 years or since listing. Vesting On achievement of vesting hurdles on the third anniversary of the grant date. 50% of the SARs will be subject to a target set by the Board based on Total Shareholder Return (TSR) from the grant date, where TSR is calculated as the total of the share price appreciation plus any dividends paid during the period. 50% of the SARs will be subject to an Operating EBITDA target set by the Board. Testing point 1 October 2029 Exercise conditions The holder of the SARs must be employed by the Company at time of vesting. Board discretion at vesting Subject to the ASX Listing Rules and applicable laws, the Board has unfettered discretion to determine any adjustment to Employee Incentive Securities at the time of vesting. Holding Period A holding period of 12 months applies to all vested securities, and any Shares issued on exercise of vested securities. Treatment on employee’s resignation, mutual separation and redundancy The Board may determine that, where: ●​ a Participant ceases to be an Employee as a result of a Good Leaver Event; and ●​ the Participant was first granted securities under a long term incentive plan operated by the Company at least 3 years before the date on which they cease to be an Employee, any one or more of the following apply to any Unvested SARs that at the time of the Good Leaver Event are held by the Participant (as applicable to the circumstances): ●​ some or all of those Unvested SARs continue to be subject to the Performance Conditions applicable to those SARs; ●​ the Performance Conditions applicable to some or all of those Unvested SARs will be a