Rocketboots Limited Grants 11.2 Million Performance Rights to Senior Management and Employees

Details of Performance Rights Issuance Under Employee Incentive Plan

Rocketboots Limited issued 11.2 million unquoted performance rights on 24 July 2026, representing a new class of securities pending ASX code confirmation. These rights rank equally from the issue date and are not intended for ASX quotation, consistent with standard employee incentive plan securities.

The issuance was split between two regulatory frameworks: 5,009,677 performance rights were granted under the employee incentive plan pursuant to ASX Listing Rule 7.2 Exception 13, which allows issuances to approved employee scheme participants without shareholder approval. The remaining 6,190,323 performance rights were issued under section 708(12) of the Corporations Act and within the company’s placement capacity under ASX Listing Rule 7.1, also without shareholder approval.

Allocation to Key Management Personnel and Incentive Distribution

Three key executives—Maria Phillips, Joel Rappolt, and Robin Hilliard—each received 3 million performance rights, totaling 9 million of the 11.2 million issued. This allocation forms the largest identifiable portion of the grant and was disclosed in compliance with governance and related-party transaction reporting requirements.

The grants align with common industry practices linking executive remuneration to long-term shareholder value through performance- and time-based vesting conditions. This ensures management incentives are tied to delivering shareholder benefits, with full transparency maintained through public disclosures.

Rocketboots’ Capital Structure Following the Performance Rights Issue

Following this issuance, Rocketboots’ capital structure includes 202,463,352 ordinary fully paid shares (ASX:ROC). These shares remain the primary quoted securities, providing shareholders with voting rights and dividend participation.

Additionally, the company holds approximately 21.25 million unquoted options across multiple series with varying expiry dates and exercise prices ranging from $0.12 to $0.20. Prior to this issuance, 2.5 million unquoted performance rights were outstanding under code ROCAY. The expanded pool of performance rights and options reflects Rocketboots’ layered equity incentive strategy.

Regulatory Compliance and ASX Listing Rule Adherence

Rocketboots utilised ASX Listing Rule 7.2 Exception 13 to issue 5,009,677 performance rights without shareholder approval, leveraging the exemption for securities issued under approved employee schemes within annual limits. The employee incentive plan has prior shareholder approval and is documented with ASX.

The remaining 6,190,323 performance rights were issued under section 708(12) of the Corporations Act and within the company’s 15% placement capacity under ASX Listing Rule 7.1, again without requiring shareholder approval. This dual regulatory approach ensured efficient issuance while maintaining full compliance with ASX and Corporations Act requirements.

Employee Incentive Plan Documentation and Terms

Rocketboots has lodged relevant documentation with ASX detailing the employee incentive plan approval and original plan terms, accessible via ASX links. These documents outline the governance framework, vesting conditions, exercise rights, and other material terms governing the performance rights.

While specific vesting schedules and performance hurdles are contained within the plan documentation rather than the announcement, investors can review these materials for full transparency on the conditions required for conversion to ordinary shares.

Expansion of Performance Rights Within Broader Incentive Framework

The 11.2 million newly issued performance rights significantly increase Rocketboots’ outstanding performance rights from 2.5 million to 13.7 million. These unquoted securities represent potential dilution upon vesting and conversion, contingent on meeting specified performance targets.

Unlike options, performance rights convert to shares without exercise price payment, offering tax-efficient incentives aligned with employee retention and performance. Rocketboots’ combined use of performance rights and options indicates a comprehensive, multi-layered equity incentive approach targeting different participant groups and objectives.

Outstanding Options and Potential Dilution Impact

Rocketboots currently has about 21.25 million unquoted options outstanding across ten classes. The largest holdings include 5 million options expiring 18 December 2029 at $0.18 exercise price, and 4 million options each expiring the same date at $0.12 and $0.15 exercise prices. Other notable tranches include 3.5 million options expiring 24 June 2028 at $0.12 and 1.5 million expiring 1 September 2027 at $0.20.

The variety of exercise prices and expiry dates reflects issuance across different periods and circumstances. Investors should monitor option exercises and performance rights vesting events, as these will increase share count and dilute existing shareholders.

Vesting Timeline and Investor Guidance

Issued on 24 July 2026, the performance rights have "various dates" for vesting or performance measurement, with specific details provided in the employee incentive plan documentation. Investors are encouraged to consult these documents to understand timing and conditions for potential conversion to ordinary shares.

The staggered issuance under different regulatory regimes and possible varied vesting schedules suggest Rocketboots structured the grants to optimise tax and accounting outcomes. Equal allocations to key management imply company-wide performance metrics underpin the awards. Market participants should watch for future disclosures on vesting and conversions, as these will materially affect capital structure and shareholder dilution.

Strategic Alignment of Management Incentives With Shareholder Value

The 11.2 million performance rights issuance underscores Rocketboots’ strategy to closely align management and employee incentives with long-term shareholder returns. Equal grants to the three senior executives likely reflect shared company-wide performance goals rather than individual-specific targets.

Extending equity incentives beyond senior management to broader employees through the approved plan indicates Rocketboots’ commitment to embedding performance-linked rewards throughout its workforce. The choice of unquoted performance rights over immediate equity or options emphasizes retention and performance linkage, consistent with governance best practices that ensure shareholder dilution occurs only upon delivery of value.