Tivan Limited Converts 5.9 Million Performance Rights to Ordinary Shares, Boosting Total Issued Capital to Over 2.3 Billion

Details of Performance Rights Conversion and Employee Incentive Scheme

Tivan Limited has completed the conversion of 5,900,010 TVNAA class performance rights into TVN class ordinary fully paid shares on a one-for-one basis. All performance rights converted had vested, meeting the conditions for issuance under the company’s employee incentive scheme. This conversion reflects a key component of Tivan’s long-term incentive program, which aligns senior management and employee remuneration with shareholder value creation.

The conversion was executed without any cash consideration, consistent with equity compensation settlement. The conversion date was 16 July 2026, with the application for quotation submitted to ASX on 17 July 2026. The company did not disclose exercise prices, valuation metrics, or specific performance conditions tied to the original grants.

Key Management and Associates Exercising Performance Rights

Five individuals or entities linked to Tivan Limited exercised their conversion rights. Guy Debelle and Christine Charles each converted 1,000,000 performance rights directly, while Jason Giltay converted 1,000,000 via Felicity Nicole Giltay, indicating an associated entity arrangement. Collectively, these three accounted for 3 million of the total 5.9 million rights converted, representing approximately 51% of the total conversion volume.

Additionally, Tammie Dixon converted 250,000 performance rights, and Nicholas Ong converted 133,334 through Qupit Pty Ltd. All converted securities are held by key management personnel or their associates as defined by ASX listing rules, demonstrating alignment between management incentives and shareholder interests. The announcement did not specify the roles or vesting schedules of the participants.

Impact on Tivan’s Share Capital and Structure

Following the quotation of these shares, Tivan’s total issued ordinary share capital increased to 2,325,970,753 shares, representing a significant expansion of the company’s ASX-listed securities. No cash was raised in this process, as the increase stemmed solely from the exercise of pre-existing equity compensation instruments. The newly issued shares rank equally with existing ordinary shares in voting and economic rights from the date of issue.

In addition to ordinary shares, Tivan holds 57,999,990 unquoted performance rights and multiple tranches of unquoted options across four series: 10 million options expiring 30 June 2028 at A$0.50 (TVNAE), 10 million expiring 30 June 2027 at A$0.40 (TVNAF), 6,124,998 expiring 30 June 2027 at A$0.40 (TVNAH), and 6,124,998 expiring 30 June 2028 at A$0.50 (TVNAI). On a fully diluted basis including quoted options, total securities reach approximately 2.51 billion.

Quoted Options and Potential Dilution

Tivan currently has 111,130,221 options expiring 30 June 2027 (TVNOA) and 74,928,579 options expiring 30 September 2027 (TVNOB) quoted on ASX. These options represent significant potential dilution if exercised, though exercise prices were not disclosed. The combined quoted options total roughly 186 million securities convertible into ordinary shares.

The presence of both unquoted (approx. 32.25 million shares) and quoted options (approx. 186 million shares) indicates an active capital management strategy involving employee incentives and equity-based funding. Investors should monitor upcoming exercise dates and potential conversions, as these could materially dilute existing shareholders if exercised below market prices. This recent conversion is the first publicly disclosed exercise of employee incentive performance rights during this period.

ASX Quotation Application and Compliance

Tivan submitted an Application for Quotation of Securities (Appendix 2A) to ASX on 17 July 2026 for the 5,900,010 ordinary shares arising from vested performance rights conversion. The company confirmed compliance with all relevant ASX Listing Rules for additional securities quotation within an existing class. The shares were issued on 17 July 2026, following conversion on 16 July 2026, demonstrating an efficient conversion-to-quotation process.

All converted performance rights had fully vested, and the new shares rank equally with existing shares. The nil cash consideration and an estimated issue price of A$0.000010 per security reflect equity compensation settlement rather than a capital raise.

Employee Incentive Scheme and Long-Term Equity Compensation

This conversion highlights Tivan’s ongoing use of performance rights as part of executive and employee remuneration. Performance rights vest based on performance and time conditions, aligning employee interests with shareholder value. The large-scale conversion of 5,900,010 rights on 16 July 2026 suggests a defined vesting date or standardized schedule for the grant tranche.

Key management participation—Debelle, Charles, and Giltay each receiving one million shares—underscores the importance of equity incentives in attracting and retaining senior leadership. The announcement did not disclose original grant values, vesting criteria, or performance metrics, limiting assessment of total long-term incentive value. Investors seeking transparency should consult Tivan’s latest remuneration report in the annual report.

Capital Structure Effects and Market Liquidity Implications

The conversion adds new ordinary shares, increasing total issued shares to over 2.32 billion. Existing shareholders face dilution unless they participated in the conversion. However, as no external capital was raised, dilution occurred without impacting company cash or assets. The increased free float may enhance market liquidity for TVN shares on ASX.

The announcement did not comment on share price impact or trading activity. Investors should note that this conversion completes one tranche of the employee incentive scheme while substantial unquoted performance rights and options remain, potentially leading to further dilution in the future.

Unquoted Securities and Future Dilution Risks

Beyond the newly issued shares, Tivan holds 57,999,990 unquoted performance rights (approx. 2.5% of undiluted ordinary capital) and four series of unquoted options totaling about 32.25 million shares. These securities may convert in future periods as vesting and exercise conditions are met.

The announcement did not identify holders of remaining unquoted rights or options, limiting visibility on future dilution. Investors should follow Tivan’s updates on issued capital and equity structure to understand potential impacts on ownership and earnings per share. The staggered expiry dates and vesting schedules suggest a managed approach to timing and scale of dilution over several years.

Investor Considerations Moving Forward

Investors should watch for further conversion or exercise events involving the remaining 57,999,990 performance rights and the four unquoted option series. The quoted options (TVNOA expiring 30 June 2027 and TVNOB expiring 30 September 2027) will reach key decision points within 12 to 15 months, potentially triggering significant exercise or expiry announcements. Lack of disclosed exercise prices prevents assessment of exercise likelihood without current TVN share price data.

Monitoring new grants of performance rights or options will also be important, as ongoing equity awards indicate continued use of incentive schemes for talent retention. Changes in key management participation in conversions or exercises may signal shifts in leadership or remuneration strategy. Shareholders should review Tivan’s next annual and remuneration reports for detailed disclosures on vesting conditions, performance metrics, and valuation of equity instruments to better understand the economic impact of these securities.