Tivan Limited Director Christine Charles Converts 1 Million Performance Rights to Ordinary Shares, Boosting Shareholding

Overview of Tivan Limited and Its Market Presence

Tivan Limited, an Australian publicly listed company (ABN 12 000 817 023), operates within the ASX regulatory framework, ensuring compliance through timely disclosure of material director equity changes. The company employs a diversified capital structure incorporating ordinary shares, options, and multiple classes of performance rights, reflecting a strategic approach to incentivizing management and aligning interests with shareholders.

The use of tiered performance rights, including Classes B, C, D, and I, indicates Tivan's commitment to linking executive remuneration to distinct performance milestones and long-term strategic objectives. This multi-layered incentive framework fosters sustained value creation and flexible capital management typical of growth-oriented ASX-listed firms.

Details of Christine Charles's Security Conversion and Holdings Update

Director Christine Charles's portfolio prior to 17 July 2026 included 361,110 ordinary shares, 1,000,000 FY2024 Options expiring 30 June 2027, 1,000,000 FY2024 Options expiring 30 June 2028, 1,000,000 Class B Performance Rights, 1,666,668 Class C Performance Rights, 1,666,666 Class D Performance Rights, and 666,666 Class I Performance Rights. This represented significant equity exposure across multiple security classes.

Following the conversion on 17 July 2026, Charles exchanged all 1,000,000 Class B Performance Rights for an equivalent number of ordinary shares, increasing her holding to 1,361,110 ordinary shares. The transaction was non-cash and complied with all regulatory requirements, including occurring outside any closed trading periods. Her updated security holdings now include the increased ordinary shares, unchanged FY2024 Options, and remaining performance rights across Classes C, D, and I.

Vesting Conditions and Performance Rights Conversion Mechanism

The conversion was triggered by the satisfaction of vesting conditions attached to the Class B Performance Rights. These conditions typically involve achieving specific financial, operational, or time-based milestones. The fulfillment of these criteria by or before 17 July 2026 enabled the rights to be converted into ordinary shares without monetary consideration.

This conversion reflects Tivan's equity incentive design, ensuring director remuneration is contingent on meeting predefined business objectives, thereby reinforcing governance and aligning management incentives with shareholder value.

Regulatory Compliance and Disclosure Obligations

Tivan Limited adhered to ASX Listing Rule 3.19A.2 and section 205G of the Corporations Act by publicly disclosing this material change in director shareholding through an Appendix 3Y form. The disclosure confirms no securities trading occurred during a closed period, negating the need for prior written clearance and ensuring transparency and regulatory compliance.

Christine Charles's Continued Equity Exposure and Strategic Incentives

Post-conversion, Charles maintains substantial equity exposure, holding 2,000,000 FY2024 Options across two expiry dates (June 2027 and June 2028) and approximately 3,999,800 combined Class C, D, and I Performance Rights. This diversified portfolio aligns her interests with long-term company performance and strategic goals.

The retention of multiple performance rights classes suggests ongoing alignment with varied corporate objectives and performance benchmarks, promoting balanced decision-making and sustained value creation.

Market Implications of Director Equity Movements

Conversions of performance rights into ordinary shares by directors are generally interpreted as positive indicators of insider confidence in company prospects. Charles's 1,000,000-share increase significantly amplifies her direct economic stake, reinforcing alignment with shareholder interests and potentially influencing investor sentiment.

Investors should consider such equity movements alongside broader company strategy and market conditions when evaluating insider activity.

Complexity of Tivan's Executive Remuneration Structure

Tivan's remuneration framework combines ordinary shares, FY2024 Options with staggered expiry dates, and multiple performance rights classes, reflecting a sophisticated incentive design. The FY2024 Options provide potential upside linked to share price appreciation, while the tiered performance rights ensure compensation is tied to distinct financial and operational milestones.

Disclosure Timing and Procedural Transparency

The latest director interest notification follows a previous filing dated 2 July 2026, indicating timely and structured disclosure practices. Detailed reporting of pre- and post-transaction holdings, transaction nature, and compliance with closed period rules underscores Tivan's commitment to transparency.

Future Vesting Events and Director Equity Monitoring

Christine Charles's remaining approximately 3,999,800 performance rights across Classes C, D, and I represent potential future equity conversions contingent on vesting condition satisfaction. Investors should monitor subsequent Appendix 3Y disclosures for updates on director equity movements.

The 2,000,000 FY2024 Options held by Charles offer further potential equity participation, dependent on share price performance and exercise timing, with future exercises similarly subject to disclosure requirements.