AUB Group Limited Annual Report 2023

NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 30 JUNE 2023

21 SHARE-BASED PAYMENT PLANS (CONTINUED)

For PSRs vesting based on earnings per share hurdles, no expense is recognised for awards that do not ultimately vest, except for awards that are cancelled or where vesting is only conditional upon a market condition. For PSRs issued based on Total Shareholder Return (TSR) hurdles, an expense is recognised irrespective of the Group meeting market expectations. In the event PSRs are cancelled, or cancelled and reissued, the remaining cost for these is brought forward and recognised immediately in addition to the expense for any reissued/new PSRs. If the terms of an equity-settled award are modified, as a minimum, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured, at the date of modification. The dilutive effect, if any, of outstanding PSRs is reflected as additional share dilution in the computation of earnings per share (see Note 6).

The number of PSRs outstanding is represented by: Financial year Grants issued As at 30 June 2021 lapsed during FY22 exercised during FY22 Granted during FY22 As at 30 June 2022

Granted during FY23

As at 30 June

Earliest exercise date

lapsed during FY23

exercised during FY23

Valuation $

2023 Grant date

2018

33,586

(6,077)

(27,509)

–

–

–

–

–

–

07-Apr-16

23-Nov-20

11.83

2019

32,914

– (28,041)

–

4,873

(3,674)

(1,199)

–

– 08-Dec-16 31-Oct-21

10.72

2020

101,219

–

–

– 101,219

– (101,219)

–

–

24-Jan-17

31-Aug-22

9.37

2020

200,000

–

–

– 200,000

–

–

– 200,000

23-Nov-17

31-Aug-24

8.91

2021

125,688

–

–

38,748

164,436

–

–

– 164,436 31-Oct-18 31-Aug-23

11.27

2022

–

–

–

144,879 144,879

–

–

–

144,879

13-Nov-21 31-Aug-24

18.02

2023*

–

–

–

–

–

–

– 39,169

39,169 02-Sep-22 31-Aug-23

19.02

2023

–

–

–

–

–

–

– 150,146 150,146 29-Mar-23 31-Aug-25

20.92

493,407

(6,077)

(55,550)

183,627 615,407

(3,674)

(102,418)

189,315 698,630

Share Appreciation Rights (SARS’s)

2022

–

–

–

1,016,776 1,016,776

–

–

–

1,016,776

11-Nov-21 31-Aug-26

3.79

* 39,169 Equity award resulting from deferring 30% of the FY22 Short Term Incentive(DSTI). No additional performance conditions apply to the vesting of the PSRs with the exception of the continued employment by the relevant Group Executive. Half of the DSTI will vest after 12 months and the remaining balance will vest after 24 months.

The weighted average exercise price for all PSRs exercised in FY23 and FY22 was $NIL. All PSRs lapsed during FY22 and FY23 were due to vesting conditions not being met.

Vesting conditions for PSRs The following option exercise conditions apply to all PSRs issued.

For PSRs issued in FY21 and FY22, 60% are subject to an average annual growth rate (AAGR) hurdle set out in part (a) below (EPS PSRs) and 40% of PSRs issued will be subject to the total shareholder return hurdle set out in part (b) below (TSR PSRs). For PSRs issued in FY23 40% are subject to a compound annual growth rate (CAGR) hurdle set out in part (a) below (EPS PSRs), 40% of PSRs issued will be subject to the total shareholder return hurdle set out in part (b) below (TSR PSRs) and 20% subject to an average of 3 years return on invested capital hurdle (ROIC PSRs) set out in part (c) below. For the purposes of calculating the compound annual growth rate (CAGR) or Annual average growth rate (AAGR), an underlying form of earnings per share will be utilised (Underlying EPS) being, in respect of any financial year, the consolidated net profit after tax of the Company for that year excluding the effects of non-recurring events or other items not representative of the underlying operating items of income and expenditure of the Group and segments of the Group, such as restructuring costs, acquisition costs, fair value gain/losses, profits on sale, amortisation of broking registers and impairments (Underlying NPAT) divided by the weighted average number of shares on issue during the financial year. Other adjustments to the Underlying NPAT calculation may be made in limited circumstances where the Board considers it to be appropriate. Subject to satisfaction of the performance based conditions referred to in paragraphs (a), (b) and (c) below, the PSRs will vest 3 years (5 years for sign-on grant – see part (d)) after the start of the performance period;

AUB GROUP ANNUAL REPORT 2023

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