EQUITY INCENTIVE PLAN RULES

BITCOIN CAPITAL RESERVE LIMITED 

Document Version: 1.0 
Effective Date: 8 October 2025 
Next Review Date: 8 October 2026 
Approved by: Board of Directors 

1. Introduction

1.1 Name of Plan

The Plan is called the Bitcoin Capital Reserve Limited Equity Incentive Plan.

1.2 Objects of Plan

The objects of the Plan are to:
(a) provide Eligible Persons with an additional incentive to work to improve the performance of the Company;
(b) attract and retain Eligible Persons essential for the continued growth and development of the Company;
(c) promote and foster loyalty and support amongst Eligible Persons for the benefit of the Company;
(d) enhance the relationship between the Company and Eligible Persons for the long-term mutual benefit of all parties; and
(e) provide Eligible Persons with the opportunity to acquire Shares, Options or Rights in the Company, in accordance with these Rules

1.3 Commencement of Plan

The Plan commences on the date determined by the Plan Committee

2. Defined Terms and Interpretation

2.1 Defined Terms

In these Rules, unless the context otherwise requires:

• Affected Options has the meaning given in Rule 22.

• Affected Rights has the meaning given in Rule 22.

• Applicable Law means one or more of:
  (a) the Corporations Act;
  (b) the Corporations Regulations;
  (c) any other applicable securities law or other laws, including the Listing Rules;
  (d) any class order, declaration, exemption or modification made by ASIC pursuant to those laws;
  (e) the Constitution

   

Other key definitions include:

• Application, ASIC, Bad Leaver, Board, Business Day, Capital Reconstruction, Cashless Exercise, Certificate, Company (Bitcoin Capital Reserve Limited ACN 689 640 266), Corporate Control Event, Date of Grant, Deal or Dealing, Eligible Person, Employee or Adviser, Exchange, Exercise Period, Exercise Price, Final Acceptance Date, Forfeited Shares, Good Leaver, Holding Lock, Issue Price, Market Value, Notice of Exercise, Option, Participant, Plan Committee, Redundancy, Restriction Period, Right, etc.

3. Principal Conditions

Outlines compliance with laws, no financial assistance, and restrictions on director participation.

4. Operation of the Plan

Specifies that the Plan binds the Company, its Subsidiaries, and Participants, and governs the administration of Shares, Options and Rights issued under it.

5. Offers

Details:

• preparation and approval of offers;

• requirements for applications;

• pricing and conditions for issue;

• treatment of lapsed offers; and

• rights attached to securities granted.

6. Application for Shares, Options and Rights

Describes how an Eligible Person applies for securities, including form, timing and withdrawal procedures.

7. Issue of Shares

Defines the process for issuing, registering and ranking shares, including provisions for quotation on an Exchange.

8. Share Vesting Conditions

Regulates when and how Shares become vested, including:

• compliance requirements;

• holding locks;

• conditions for waiver and forfeiture; and

• notification procedures

9. Forfeiture of Shares

A Participant forfeits ownership of Unvested Shares when:
(a) vesting conditions are not met;
(b) forfeiture occurs under Rules 19, 20, or 23; or
(c) the Participant breaches restrictions on dealings.
Forfeited Shares may be sold, cancelled, or otherwise dealt with by the Company; no compensation is payable to the Participant

10. Voting Rights and Dividends

(a) Participants may exercise voting rights on shares they hold, unless the Plan Committee determines otherwise.
(b) The Committee may decide whether dividends on Unvested Shares are payable or held in escrow until vesting

11. Bonus Issues

If Shares are issued to Participants under a bonus issue while they are still subject to Share Vesting Conditions, the additional Shares issued will be deemed to be subject to the same Share Vesting Conditions that applied to the original Shares.

12. Capital Reconstructions

If there is a Capital Reconstruction (e.g., consolidation, subdivision, or reorganisation of the Company’s share capital), the number of Shares, Options, or Rights and/or their Exercise Price will be adjusted as determined by the Plan Committee, in accordance with Applicable Laws and the Listing Rules.

The adjustment will ensure Participants neither receive a benefit nor suffer a detriment from the reconstruction.

13. Issue of Options or Rights

13.1 Acceptance by Eligible Person

Eligible Persons may accept an Offer for Options or Rights by completing and returning an Application Form within the period specified.

13.2 Acceptance by Company

The Company may accept or reject any Application at its discretion.

13.3 Certificates

Upon issue, the Company must deliver a Certificate (or electronic confirmation) to the Participant stating the number of Options or Rights and their conditions.

13.4 Consideration for Options and Rights

Options or Rights may be issued for no consideration or as otherwise determined by the Plan Committee.

13.5 Entitlement to Underlying Shares

Each Option or Right entitles the holder to one Share upon valid exercise, subject to satisfaction of the applicable Vesting Conditions.

13.6 Interest in Shares

Holders of unexercised Options or Rights have no interest in underlying Shares until those Options or Rights are exercised.

14. Exercise of Options and Rights

14.1 Exercise During Exercise Period

Options or Rights may be exercised by delivering a completed Notice of Exercise and paying the Exercise Price during the Exercise Period.

14.2 Exercise Before Exercise Period

Options or Rights may not be exercised before the First Exercise Date unless approved by the Plan Committee.

14.3 First Exercise Date

The First Exercise Date is as specified in the Offer or Certificate.

14.4 Last Exercise Date

The Last Exercise Date is the earlier of:
(a) the date specified in the Offer or Certificate; or
(b) two years after the First Exercise Date.

14.5 Partial Exercise

A Participant may exercise part of their vested Options or Rights.

14.6 Notice and Payment

A Notice of Exercise must be accompanied by full payment of the Exercise Price (unless Cashless Exercise applies).

15. Cashless Exercise

The Plan Committee may permit a “Cashless Exercise” mechanism, allowing Participants to receive Shares equal in value to the difference between the Market Value of the Shares and the Exercise Price.

16. Lapse of Options and Rights

Options or Rights automatically lapse upon the earliest of:
(a) expiry of the Exercise Period;
(b) failure to satisfy Vesting Conditions;
(c) termination of employment (except as provided under Rule 19);
(d) transfer or dealing in breach of these Rules; or
(e) misconduct or fraud under Rule 20.

17. Dealings and Restrictions

Participants must not Deal in Options, Rights, or Restricted Shares except as expressly permitted under these Rules or the Plan Committee’s written approval.

The Company may impose a Holding Lock or require that the securities be held in a trust until the end of the Restriction Period.

18. Restricted Shares

18.1 Meaning of Restricted Shares

Shares subject to a Restriction Period or Share Vesting Conditions.

18.2 Restrictions on Disposal

Participants may not dispose of or create any Security Interest over Restricted Shares during the Restriction Period.

18.3 Holding Lock

The Company may implement a Holding Lock to enforce restrictions.

18.4 Refusal to Register Transfer

The Company may refuse to register any transfer of Restricted Shares during the Restriction Period.

18.5 Withdrawal of Restricted Shares

Upon expiry of the Restriction Period, the Holding Lock will be lifted and the Participant may freely deal with the Shares.

18.6 Cease to be in Plan

Once all conditions are satisfied or restrictions removed, the Shares will cease to be governed by the Plan.

18.7 Notification upon Request by Participant

A Participant may request confirmation of the status of their Restricted Shares at any time.

19. Cessation of Employment

19.1 Bad Leaver

A Participant is a Bad Leaver if their employment terminates for cause, resignation, misconduct, or breach of duty.
All unvested Shares, Options, or Rights will be forfeited immediately.

19.2 Good Leaver

A Good Leaver is a Participant whose employment ends due to death, redundancy, retirement, or permanent disability.
The Plan Committee may determine that some or all unvested securities vest or remain on foot.

19.3 Plan Committee Discretion

The Committee retains absolute discretion to vary the treatment of securities upon cessation of employment.

20. Breach, Fraud or Misconduct

If the Plan Committee determines that a Participant:
(a) has acted fraudulently or dishonestly;
(b) is in material breach of duties to the Company; or
(c) has brought the Company into disrepute —

then all of that Participant’s unvested or vested but unexercised Options, Rights, or Shares may be forfeited immediately without compensation.

21. Corporate Control Event

If a Corporate Control Event occurs (e.g., merger, takeover, or acquisition of control by another entity), the Plan Committee may determine that:
(a) all or some unvested Shares, Options, or Rights vest immediately;
(b) the Restriction Periods or Holding Locks are lifted; and
(c) the Options or Rights may be exercised within a period determined by the Plan Committee, after which they will lapse

22. Clawback

The Plan Committee may, at its discretion, determine that a Participant must forfeit or repay any Shares, Options, Rights, or benefits received under the Plan if:
(a) the Participant has engaged in fraud, dishonesty, or gross misconduct;
(b) there is a material misstatement in the Company’s financial statements; or
(c) it is otherwise appropriate to protect the Company’s legitimate interests

23. Change in Nominated Party

23.1 Transfer of Shares Following Change in Nominated Party

If a Participant’s Nominated Party ceases to meet eligibility requirements, the Participant may request that the Shares be transferred to another approved Nominated Party.

23.2 Failure to Comply

If the Participant fails to nominate a new eligible party within the period specified, the Plan Committee may forfeit or sell the relevant Shares.

24. Quotation of Shares, Options or Rights

24.1 No Quotation of Options or Rights

Options or Rights granted under the Plan will not be quoted on any Exchange.

24.2 Quotation of Shares

The Company must apply for quotation of Shares issued upon exercise of Options or Rights, if the Shares are of a class quoted on the Exchang.

25. Power of Attorney

25.1 Appointment of Attorney

Each Participant irrevocably appoints the Company and its directors as attorneys to complete and execute any documents necessary to enforce the Plan.

25.2 Ratification of Actions

Participants ratify any lawful acts performed by the attorneys in accordance with this authority.

25.3 Indemnity

The attorneys are indemnified against any loss or liability arising from the lawful exercise of their powers.

26. Administration

26.1 Powers of the Plan Committee

The Plan Committee has full power to administer and interpret the Plan.

26.2 Appointment of Trustee

The Plan Committee may appoint a trustee to acquire, hold, and administer Shares for the purposes of the Plan.

26.3 Exercise of Powers or Discretion

Any decision of the Plan Committee must be made in good faith and is final and binding on all Participants.

26.4 Determinations

Determinations of the Plan Committee are conclusive evidence of the facts and decisions stated.

26.5 Expenses and Costs

The Company must bear all costs and expenses in connection with the establishment and administration of the Plan.

26.6 Plan Committee Not Liable

Members of the Plan Committee are not liable for actions done in good faith in relation to the administration of the Plan.

27. Amendment to Rules

27.1 Plan Committee or Board May Amend Rules

The Plan Committee or Board may amend these Rules at any time, subject to Applicable Law.

27.2 Waiver or Amendment

The Company may waive compliance with any term or condition of these Rules.

27.3 Consent of Participants

No amendment that materially prejudices the rights of Participants will be made without their consent, unless required by law

28. Rights of Participants

Participation in the Plan does not confer upon any person a right to continue employment or engagement with the Company.
The Plan does not form part of any employment contract

29. No Representation as to Tax Consequences

The Company makes no representation or warranty regarding the tax treatment of participation in the Plan or any payments made under it

30. Notices

30.1 Service of Notices

Any notice under the Plan may be delivered personally, by post, or electronically to the last known address or email of the Participant.

30.2 Effective on Receipt

Notices are deemed received:
(a) when delivered in person;
(b) two Business Days after posting; or
(c) when transmitted electronically.

30.3 Address

Each Participant must promptly notify the Company of any change of address

31. Governing Law

This Plan and all related documents are governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of its courts

32. Advice

Participants are advised to obtain independent legal, financial, and taxation advice before accepting any Offer or participating in the Plan