Syntara Limited Grants 1.75 Million Performance Rights to Employees Including Key Management via Salary Sacrifice Scheme

Syntara Issues 1,754,015 Performance Rights on 2 July 2026 Under Salary Sacrifice Scheme

Syntara Limited informed the market on 2 July 2026 about issuing 1,754,015 performance rights under its existing employee incentive program. These rights, traded under ASX code SNTAAS, are part of the company’s Performance Rights Plan, which enables eligible employees to receive equity-based compensation in lieu of a portion of their contracted cash salary. The issuance represents a quarterly allocation to employees who have opted to exchange part of their cash salary for Zero Exercise Priced Options (ZEPOs) under the Employee Option Plan.

The performance rights were granted with no cost to employees, featuring nil grant and exercise prices. Holders who maintain their rights until vesting can convert them into fully paid ordinary shares without payment. This approach aligns employee incentives with shareholder interests without requiring personal capital investment. Each right converts into one ordinary share upon satisfying vesting conditions.

Key Management Personnel Wolfgang Jarolimek Granted 720,394 Performance Rights

Out of the total issued, 720,394 performance rights were allocated to Wolfgang Jarolimek, identified as key management personnel (KMP) in the company’s announcement. These rights are registered in his name. Disclosure of KMP grants complies with Listing Rule requirements mandating separate identification of securities issued to key management or their associates.

The company did not specify Wolfgang Jarolimek’s role or title in this update. Investors seeking further information on his responsibilities may consult Syntara’s latest Annual Report or management disclosures. The KMP’s allocation, representing about 41% of this tranche, indicates a significant portion of the grant is directed toward senior leadership within the salary sacrifice program.

Vesting Terms: Full Vesting on 30 September 2026 Conditional on Continued Employment

The issued performance rights vest 100% on 30 September 2026, contingent upon the holder’s continued employment with Syntara. This vesting date is approximately three months after the issue date of 2 July 2026, reflecting a short-term vesting period consistent with salary sacrifice arrangements where rights serve as deferred compensation for previously earned salary.

If an employee leaves before the vesting date, the rights lapse. No additional performance or market-based conditions were disclosed beyond the employment requirement. This straightforward vesting contrasts with performance-linked grants that depend on financial or operational milestones.

Five-Year Post-Vesting Trading Restriction on Shares Limits Immediate Liquidity

Shares obtained upon exercising the vested rights will be subject to a five-year trading restriction from the grant date of 2 July 2026, expiring around 2 July 2031. During this period, shares cannot be traded without prior approval from the Syntara Board of Directors. This restriction applies to all recipients of the current performance rights tranche.

This limitation is designed to align employees’ long-term interests with those of shareholders by preventing immediate sale of shares derived from the incentive plan. For market participants, this means shares converted after the 30 September 2026 vesting will not immediately increase the available float on the ASX.

Total SNTAAS Performance Rights Outstanding Reach 57,116,305 Post-Grant

Following this issuance, the total number of SNTAAS performance rights outstanding is 57,116,305, as detailed in the company’s capital structure data. This figure represents all unexercised, unexpired, and un-forfeited performance rights issued by Syntara. These rights are unquoted securities and are not traded on the ASX like ordinary shares.

Additionally, Syntara’s unquoted securities include several option classes: 8,999,715 options expiring 25 February 2028 at $0.1063 exercise price (SNTAB); 6,000,000 options expiring 12 February 2029 at $0.04 (SNTAA); 3,000,000 options expiring 1 December 2027 at $0.11 (SNTAAT); and 3,000,000 options expiring 25 November 2030 at $0.049 (SNTAAU). The total quoted ordinary shares remain at 1,961,906,275, as performance rights convert to shares only upon vesting and exercise.

Issuance Exempt from Shareholder Approval Under ASX Listing Rule 7.2 Exception 13

The performance rights were issued without shareholder approval, relying on Exception 13 of ASX Listing Rule 7.2. While Listing Rule 7.1 generally requires shareholder approval for issuing more than 15% of existing share capital within 12 months, Exception 13 permits issuance under an employee incentive scheme previously approved by shareholders.

This exemption indicates Syntara’s Performance Rights Plan has prior shareholder endorsement, allowing the company to grant securities under the plan without further approvals for each issuance. This is standard for established ASX-listed employee incentive schemes and facilitates efficient management of salary sacrifice and equity remuneration programs. The company provided a reference link to the plan’s summary for investors wishing to review its terms.

Salary Sacrifice Mechanism Converts Cash Salary into Equity for Employees

The update explains that the performance rights are issued quarterly under a salary sacrifice mechanism, where eligible employees elect to forgo part of their contracted cash salary in exchange for equity instruments resembling Zero Exercise Priced Options (ZEPOs). Instead of receiving full cash remuneration, participants obtain performance rights that convert into ordinary shares at no additional cost upon vesting.

Such salary sacrifice equity arrangements are increasingly common among ASX-listed companies, especially in sectors like pharmaceuticals and biotechnology where conserving cash is strategic. This approach reduces immediate cash outflows while providing employees with a stake in the company’s future performance. The quarterly issuance cycle suggests an ongoing structured program, with the 2 July 2026 tranche being part of a series of periodic grants.

Syntara’s Capital Structure and Dilution Implications for Shareholders

With 1,961,906,275 ordinary shares outstanding, 57,116,305 performance rights, and 20,999,715 options across four classes, Syntara’s potential fully diluted share count is significantly higher than the current quoted shares. If all performance rights vest and are exercised, and all options are exercised, the total shares would increase materially. However, not all options are currently in-the-money, and performance rights require continued employment.

The immediate impact on share price from this update was not evident from public information. Performance rights issuances under existing incentive schemes are routine governance activities typically accounted for in analysts’ and investors’ assessments of fully diluted share counts. Nonetheless, shareholders should monitor cumulative performance rights and options, as ongoing quarterly issuances under the salary sacrifice scheme contribute to potential dilution over time.

Implications of the 30 September 2026 Vesting Date for Syntara’s Share Register

The upcoming key event is the 30 September 2026 vesting date, when all 1,754,015 performance rights from this tranche are set to vest, provided holders remain employed. Upon vesting, holders will receive one fully paid ordinary share per right, potentially issuing up to 1,754,015 new shares subject to the five-year trading restriction.

Investors may also anticipate the next quarterly performance rights issuance under the salary sacrifice program, as the disclosed recurring cycle indicates further grants in coming months. Any additional grants to key management personnel will require disclosure via the Appendix 3G notification process. Stakeholders interested in Syntara’s employee incentive programs and their effect on the share register should track successive Appendix 3G filings and remuneration report disclosures in the company’s annual report detailing equity-based compensation to key management personnel.