SRJ Technologies Grants 20 Million CDIs to CEO via Employee Share Incentive Plan

Details of the 20 Million CDI Issuance as Part of CEO Remuneration at SRJ Technologies

On 16 July 2026, SRJ Technologies Group PLC submitted an Appendix 2A application to the ASX requesting quotation of 20,000,000 Chess Depositary Interests on a 1:1 basis. These securities, issued on 15 July 2026, form part of the CEO's remuneration package under the company’s Employee Share Incentive Plan, initially disclosed on 3 July 2026. The CDIs were issued with nil cash consideration, meaning no cash was received from the CEO in exchange. Instead, this non-cash incentive aligns the CEO’s interests with shareholders over the long term.

The notional value per CDI is $0.01, resulting in a total notional consideration of $200,000 for the entire issuance. This value is an estimate disclosed in the company’s filing and does not necessarily reflect the market trading price of SRJ CDIs at issuance. Using equity-based remuneration via an ESIP is common among ASX-listed technology companies to conserve cash while rewarding key executives. However, it increases the total securities on issue, which investors tracking dilution should consider.

SRJ Technologies’ CDI Structure and Implications for Shareholders

SRJ Technologies is incorporated outside Australia, so its securities trade on the ASX as Chess Depositary Interests rather than ordinary shares. Each CDI represents a 1:1 beneficial interest in an underlying ordinary share, enabling Australian investors to trade SRJ securities through the ASX CHESS system. This structure is typical for foreign-incorporated companies, especially those domiciled in the UK or Europe, accessing Australian capital markets. The company’s registered ARBN is 642229856, confirming its foreign registration under Australian financial market regulations.

With the new 20,000,000 CDIs quoted, the total SRJ CHESS Depositary Interests on issue rise to 1,702,217,382. This is a substantial figure, and investors should also consider the sizeable number of unquoted options across multiple classes still outstanding. Additionally, the company holds 17,782,618 unquoted ordinary fully paid shares (SRJAA), which, together with options, represent potential dilution if exercised in the future.

Application of ASX Listing Rule 7.2 Exception for ESIP Issuance

The 20,000,000 CDIs were issued under Exception 13 of ASX Listing Rule 7.2, exempting the company from obtaining prior shareholder approval under Listing Rule 7.1. Rule 7.1 limits new securities issuance to 15% of total securities within 12 months without approval, but exceptions apply for employee incentive schemes. This standard practice confirms the company’s remuneration framework complied with ASX rules before the issuance.

The company noted that an Appendix 3B, usually required before issuing new securities, was not lodged prior to this Appendix 2A application. This is permitted under the exemption, with Appendix 2A serving as the formal notification and quotation request. The new CDIs rank equally with existing quoted CDIs from their issue date, carrying identical rights and entitlements.

SRJ Technologies’ Unquoted Options Pool and Potential Dilution Risks

Beyond quoted CDIs, SRJ Technologies has a significant portfolio of unquoted options across multiple series and expiry dates. The largest class is SRJAW, with 66,999,000 options expiring at various dates and exercise prices. Other major classes include 48,000,000 SRJAV options expiring 19 December 2028 at $0.01 exercise price, and 12,300,000 SRJAR options expiring the same date with no exercise price. Additional classes include SRJAS (7,000,000 options at $0.02), SRJAT (9,000,000 at $0.03), SRJAU (12,000,000 at $0.04), and SRJAO (9,750,000 at $0.115, expiring 12 November 2026).

Moreover, the company holds 7,000,000 SRJAM options expiring 19 August 2027 at $0.066 and 10,000,000 SRJAN options expiring 19 August 2026 at the same exercise price. Collectively, these unquoted instruments represent a significant pool of potential future CDI issuances upon exercise. Investors should be aware that exercising these options could increase total securities beyond the current 1,702,217,382 quoted CDIs, potentially diluting existing shareholders depending on market conditions.

Context from the 3 July 2026 CEO Remuneration Announcement

The filing references a prior company update on 3 July 2026 as the foundational disclosure authorizing this securities issuance. That update detailed the CEO remuneration and ESIP terms underpinning the current CDI issuance. The Appendix 2A filed on 16 July 2026 refers readers back to the 3 July 2026 announcement for full details, including incentive plan terms and CEO allocation.

This approach aligns with ASX practices where employee incentive plan terms are disclosed at board approval, and Appendix 2A is submitted when securities become ready for trading. Investors seeking comprehensive information on vesting schedules, performance conditions, or holding locks related to these CDIs should review the 3 July 2026 update alongside the latest filing.

SRJ Technologies’ Capital Structure Following ESIP CDI Quotation

With the 20,000,000 new CDIs now applied for quotation, SRJ Technologies’ total quoted securities on ASX stand at 1,702,217,382 Chess Depositary Interests. This figure is generated by the ASX system based on processed forms and may not reflect the current issued capital if other filings are pending. Investors seeking the most accurate capital structure should consult the company’s latest Appendix 3G or relevant disclosures.

The unquoted securities pool, including all option classes and unquoted ordinary shares, adds several hundred million potential instruments beyond the quoted CDIs. The combined effect of quoted CDIs and multiple option series with varying expiry dates and exercise prices means the fully diluted security count is substantially higher. This is typical for smaller ASX-listed technology companies using equity instruments in capital and remuneration strategies but remains a key consideration for valuation and per-security assessments.

On-Sale Restrictions for Newly Issued CDIs

The Appendix 2A filing addresses on-sale provisions for the new CDIs. The company confirmed that any resale within 12 months of issue (before 15 July 2027) will comply with secondary sale provisions under sections 707(3) and 1012C(6) of the Corporations Act via applicable ASIC instruments or class orders. This regulatory requirement ensures securities issued without a full disclosure document, such as ESIP shares, cannot be freely sold to retail investors in a manner resembling an unregistered public offering.

For the CEO and other ESIP recipients, this means any resale within 12 months must comply with ASIC relief mechanisms cited by the company. This affects near-term liquidity of these securities and reflects the regulatory framework governing equity-based remuneration in Australia. The filing did not disclose any additional voluntary holding locks or escrow arrangements beyond statutory restrictions.

Investor Insights on Equity-Based CEO Remuneration at SRJ Technologies

Issuing CDIs to the CEO as non-cash remuneration is common among ASX-listed technology and growth companies managing cash while attracting and retaining executives. Granting equity at a notional $0.01 per CDI provides the CEO with economic exposure to SRJ’s future share price, aligning incentives with long-term shareholder value. If CDIs appreciate above the issue price, the CEO’s remuneration increases accordingly.

However, equity-based remuneration increases total securities on issue, diluting existing shareholders’ ownership stakes. While 20,000,000 new CDIs represent a modest dilution relative to over 1.7 billion existing CDIs, the cumulative effect alongside the broader option pool and future ESIP issuances could be significant. Investors should monitor future company updates and capital structure disclosures for dilution impacts. The immediate share price effect was not publicly available.