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DIRECTORS’ REPORT

Annual Report 2015 81

Directors' report

30 June 2015

Remuneration report (continued)

(c) Elements of remuneration (continued)

(iii)

Long-term incentives (continued)

Share rights granted after 1 July 2014 (continued)

The peer group is to comprise the constituents of the S&P ASX 300 Metals and Mining Index who are engaged in gold

and/or base metals mining in Australia and have the closest market capitalisation to the Company.

The vesting schedule of the performance rights subject to relative TSR testing is as follows:

Relative TSR performance

Level of vesting

Less than 50th percentile

Zero

Between 50th and 75th percentile

Pro-rata straight line percentage between 50% and 100%

75th percentile or better

100%

The Company's TSR performance for share rights issued during the current financial year will be assessed against the

following 22 peer group companies:

Peer companies

* Aditya Birla Minerals Ltd

* Oz Minerals Ltd

* Alacer Gold Corp.

* PanAust Ltd

* Beadell Resources Ltd

* Panoramic Resources Ltd

* Cudeco Ltd

* Perseus Mining Limited

* Evolution Mining Limited

* Regis Resources Limited

* Kingsgate Consolidated Limited

* Resolute Mining Limited

* Medusa Mining Ltd

* Saracen Mineral Holdings Limited

* Metals X Limited

* Sandfire Resources Ltd

* Mincor Resources NL

* Silver Lake Resources Limited

* Northern Star Resources Limited

* Sirius Resources NL

* Oceana Gold Limited

* Western Areas Ltd

Share rights granted prior to 30 June 2014

Vesting of the performance rights granted to executive directors and executives prior to 30 June 2014 is subject to a

combination of the Company’s shareholder return and return on equity. The performance rights will vest if, over the

three year measurement period, the following performance hurdles are achieved:

Shareholder return

The vesting of 75% of the performance rights at the end of the third year will be based on measuring the actual

shareholder return over the three year period compared with the change in the S&P ASX 300 Metals and Mining Index

("Index") over that same period. The portion of performance rights (75% of the total) that will vest based on the

comparative shareholder return will be:

Shareholder return

Level of vesting

100% of the Index

25%

Between 100% and 115% of the Index

Pro-rata straight line percentage

115% of the Index or greater

100%

Return on equity

The vesting of the remaining 25% of the performance rights at the end of the third year will be based on the average

return on equity over the three year period compared with the average target return on equity as set by the Board for the

same period.

Return on equity ("ROE") for each year will be calculated in accordance with the following formula:

ROE = Net profit after tax / Total shareholders’ equity

The target ROE will be set each year by the Board as part of the budget approval process for the following year. The

target ROE used in previous financial years was 10%. The portion of performance rights (25% of the total) that will vest

based on the comparative return on equity will be:

Independence Group NL

16