Service agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows: Name: Dr. Gisela Mautner Title: Chief Executive Officer and Managing Director Agreement commenced: 1 February, 2022 Term of agreement: Open Details: Noxopharm Limited Annual salary of $410,000 plus superannuation at statutory rate. Notice period of 90 days by Executive or the Company. Key management personnel have no entitlement to termination payments in the event of removal for misconduct. Share-based compensation Issue of shares Except as noted below in relation to the loan funded performance shares granted during the year, the Company has not granted any share-based payments to directors or key management personnel. Options The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows: Vesting date and exercisable date Expiry date Exercise price Fair value per option at grant date Grant date 1 February 2022 * 1 February 2026 $0.5400 $0.310 Options granted carry no dividend or voting rights. * The performance options will vest on the achievement of any of the following: i) The Company being purchased in entirety (business sale/share sale); or ii) An AUD$10 million or greater investment in the Company; or iii) Entering into a licencing agreement with a large Pharmaceutical Company. The Directors have estimated 100% likelihood of the vesting criteria being achieved and as a result the full fair value of the options has been expensed. There were no options over ordinary shares granted to or vested by directors and other key management personnel as part of compensation during the year ended 30 June 2025. Loan Funded Performance Plan shares There were 350,000 loan funded performance share plan shares granted to the Managing Director as part of compensation during the year ended 30 June 2025. The terms and conditions of each grant of performance shares under the Loan Funded Performance Share Plan affecting remuneration of the managing director in this financial year or future reporting years are as follows: Vesting date and exercisable date Expiry date Share price hurdle for vesting Fair value per right at grant date Grant date 19 November 2024 * 31 December 2024 $0.8800 $0.108 * A share price hurdle of $0.88 must be reached on at least 20 trading days, not necessarily consecutive by 31 December 2024. This hurdle was achieved during the year, and all shares fully vested. Annual Report 2025 19
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