What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-09-20 compared with 2020-09-23 · 288 added, 485 removed, 215 unchanged (78% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our

disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as of June 30, 2020.

In designing and evaluating our disclosure controls and procedures, our

management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applied its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2020, our disclosure controls and procedures were effective to

provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms,

and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15

under the Securities Exchange Act of 1934, as of June 30, 2021.

In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2021, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

Our management, including our principal executive and principal financial officer, has evaluated any changes in our internal control over

financial reporting that occurred during the three months ended June 30, 2020, and has concluded that there was no change that occurred during the three months ended June 30, 2020 that has materially affected, or is reasonably likely to

materially affect, our internal control over financial reporting.

Our management, including our principal executive and principal financial officer, has evaluated any changes in our internal control over financial reporting that occurred during the three months ended June 30, 2021, and has concluded that there was no change that occurred during the three months ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Our management, with the participation of our principal executive and principal financial officer, conducted an evaluation of the effectiveness of our internal control over

financial reporting based on the framework in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management has concluded that

our internal control over financial reporting was effective as of June 30, 2020.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f)

under the Exchange Act.

Our management, with the participation of our principal executive and principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of June 30, 2021.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well

designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is

required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

We are an emerging

growth company and a smaller reporting company, and therefore our independent registered public accounting firm has not and is not required to issue issued a report on the effectiveness of internal control over financial reporting.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

We are a non-accelerated

filer, and therefore our independent registered public accounting firm has not and is not required to issue issued a report on the effectiveness of internal control over financial reporting.

Other Information.

1 unchanged sentence

Directors and Executive Officers

following table sets forth information covering our current directors and executive officers.

The following table sets forth information covering our current directors and executive officers.

Chief Executive Officer, Director

6 unchanged sentences

Member of the nominating and corporate governance committee.

Jerel Banks has been a Director since October 2016, Chairman of our Board since October

2017 and Chief Executive Officer since June 2018.

Banks was formerly the Chief Investment Officer of Nant Capital, LLC our deemed affiliate.

has been a Director since October 2016, Chairman of our Board since October 2017 and Chief Executive Officer since June 2018.

Banks was formerly the Chief Investment Officer of Nant Capital, LLC .

Prior to joining Nant Capital, LLC, Dr.

Banks served as vice president, portfolio manager and

research analyst for the Franklin Biotechnology Discovery Fund at Franklin Templeton Investments from 2012 to 2015.

Prior to his tenure at Franklin Templeton Investments, he worked as a biotechnology senior equity research analyst at Sectoral Asset

Management from 2011 to 2012.

Banks served as vice president, portfolio manager and research analyst for the Franklin Biotechnology Discovery Fund at Franklin Templeton Investments from 2012 to 2015.

Prior to his tenure at Franklin Templeton Investments, he worked as a biotechnology senior equity research analyst at Sectoral Asset Management from 2011 to 2012.

From 2008 to 2011, Dr.

Banks worked as a biotechnology equity research analyst at Apothecary Capital, the healthcare investment management team for the family investment office of the Bass Family of Fort Worth,

Banks worked as a biotechnology equity research analyst at Apothecary Capital, the healthcare investment management team for the family investment office of the Bass Family of Fort Worth, Texas.

Banks began his career in investment management as a healthcare equity research associate at Capital Research Company where he was a member of the equity research team from 2006 to 2008.

Banks earned an M.D.

from the Brown

University School of Medicine and a Ph.D.

from the Brown University School of Medicine and a Ph.D.

in Organic Chemistry from Brown University, and he holds an A.B.

1 unchanged sentence

Banks’ experience in the healthcare industry and finance provides valuable experience and guidance to the Board.

Megan Boston has previously been Chief Executive Officer and Managing Director of several companies, including entities listed

on the Australian Stock Exchange.

has previously been Chief Executive Officer and Managing Director of several companies, including entities listed on the Australian Stock Exchange.

With over 13 years of experience, Ms.

4 unchanged sentences

From 2014 until joining Benitec, Ms.

Boston was CEO of listed

companies on the Australian Stock Exchange, Omni Market Tide Ltd and Rision Ltd.

Boston was CEO of listed companies on the Australian Stock Exchange, Omni Market Tide Ltd and Rision Ltd.

Previously, Ms.

Boston held senior executive roles at various banking institutions in the area of risk and compliance, as well as working for

PricewaterhouseCoopers.

Boston held senior executive roles at various banking institutions in the area of risk and compliance, as well as working for PricewaterhouseCoopers.

Boston holds a Bachelor of Commerce and is an Australian Chartered Accountant.

1 unchanged sentence

We believe Ms.

Bostons operational and financial infrastructure experience gives her the necessary skills and qualifications

to serve as a member of the Board.

Kevin Buchi has been a Director since April 2013.

Buchi previously served as

Chief Executive Officer of BioSpecifics Technologies Corp.

Boston’s operational and financial infrastructure experience gives her the necessary skills and qualifications to serve as a member of the Board.

has been a Director since April 2013.

Buchi previously served as Chief Executive Officer of BioSpecifics Technologies Corp.

and of TetraLogic Pharmaceuticals Corporation.

Buchi served as Chief Executive Officer of Cephalon, Inc., or Cephalon, from December 2010 through its acquisition by Teva Pharmaceutical

Industries Ltd in October 2011.

Buchi served as Chief Executive Officer of Cephalon, Inc., or Cephalon, from December 2010 through its acquisition by Teva Pharmaceutical Industries Ltd in October 2011.

After the acquisition Mr.

Buchi served as Corporate Vice

President, Global Branded Products of Teva Pharmaceuticals Industries Ltd.

Buchi joined Cephalon in 1991 and held various positions, including Chief Operating Officer, from January 2010 to

December 2010, Chief Financial Officer and Head of Business Development prior to being appointed Chief Executive Officer.

Buchi served as Corporate Vice President, Global Branded Products of Teva Pharmaceuticals Industries Ltd.

Buchi joined Cephalon in 1991

and held various positions, including Chief Operating Officer, from January 2010 to December 2010, Chief Financial Officer and Head of Business Development prior to being appointed Chief Executive Officer.

Buchi is also on the board of directors of Amneal Pharmaceuticals, Inc.

4 unchanged sentences

Based on his broad executive experience in the biotechnology industry, we believe Mr.

Buchi has the appropriate skills and qualifications

to serve on the Board.

Peter Francis has been a director since February 2006 and was previously Chairman of the Board until

October 2017.

Buchi has the appropriate skills and qualifications to serve on the Board.

Peter Francis

has been a director since February 2006 and was previously Chairman of the Board until October 2017.

Since 1993, Mr.

Francis has been a partner at Francis Abourizk Lightowlers, a firm of commercial and technology lawyers with offices in Melbourne, Australia.

He is a legal specialist in the areas of intellectual property and

licensing and provides legal advice to corporations and research bodies.

He is a legal specialist in the areas of intellectual property and licensing and provides legal advice to corporations and research bodies.

Francis completed his studies in law and jurisprudence at Monash University.

Based on his substantive intellectual property background and experience with our company, we believe Mr.

Francis has the appropriate

skills and qualifications to serve on the Board.

Edward Smith has been a director since April 2020.

Edward brings more

than 20 years of experience in executive finance and operations leadership in the biotechnology industry to our Board.

Smith currently serves as the Chief Financial Officer of Marinus Pharmaceuticals, Inc.

clinical-stage pharmaceutical company focused on developing and commercializing innovative therapeutics to treat patients suffering from rare seizure disorders.

Prior to the start of his tenure at Marinus Pharmaceuticals in 2013, Mr.

served as the CFO of PolyMedix, Inc., and before his time at PolyMedix, Inc.

Francis has the appropriate skills and qualifications to serve on the Board.

has been a director since April 2020.

Edward brings more than 20 years of experience in executive finance and operations leadership in the biotechnology industry to our Board.

Edward currently serves as the Chief Financial Officer of LAVA Therapeutics N.V.

LVTX), a clinical stage pharmaceutical company focused on developing novel immuno-oncology therapeutics.

Prior to that, he served as Chief Financial Officer of Marinus Pharmaceuticals, Inc.

MRNS), a clinical-stage pharmaceutical company focused on developing and commercializing innovative therapeutics to treat patients suffering from rare seizure disorders, and PolyMedix, Inc., a clinical stage pharmaceutical company focused on developing a novel class of antibiotics for the treatment of infectious diseases.

Before his time at PolyMedix, Inc.

he served as the executive director of finance at InKine Pharmaceutical Company, Inc.

and held various positions in public accounting, most recently in the audit practice of Deloitte.

Based on his extensive finance and operations background in the biotechnology industry, we believe Mr.

Smith has the appropriate skill

and qualifications to serve on the Board.

There are no family relationships among any of our directors or executive officers and no

arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our directors or members of senior management was selected as such, except Dr.

Banks was appointed by Nant Capital as a Director in

October 2016 following the acquisition by Nant Capital, LLC of 19.9% of Benitecs then-outstanding ordinary shares.

addresses for each of our directors and executive officers is 3940 Trust Way, Hayward, California 9454.

Smith has the appropriate skill and qualifications to serve on the Board.

There are no family relationships among any of our directors or executive officers and no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our directors or members of senior management was selected as such, except Dr.

Banks was appointed by Nant Capital as a Director in October 2016 following the acquisition by Nant Capital, LLC of a significant percentage of Benitec’s then-outstanding ordinary shares.

The business addresses for each of our directors and executive officers is 3940 Trust Way, Hayward, California 9454.

Classified Board of Directors

The Company’s business and affairs are managed under the direction of the Board.

The Board currently consists of five directors,

comprising the Companys Chief Executive Officer, Executive Director and three outside directors.

The Board currently consists of five directors, comprising the Company’s Chief Executive Officer, Executive Director and three outside directors.

The Board has determined that five directors, three of whom are independent, is the appropriate size for the Company.

The number of directors is

fixed from time to time by resolution of the Board pursuant to the Companys amended and restated certificate of incorporation (the Certificate).

Each of the Companys current directors will continue to serve as a director until the election and qualification of his or her

successor, or until his or her earlier death, resignation, or removal.

The Companys Certificate provides that the Board is divided into three classes with

staggered three-year terms.

The number of directors is fixed from time to time by resolution of the Board pursuant to the Company’s amended and restated certificate of incorporation (the “Certificate”).

Each of the Company’s current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal.

The Company’s Certificate provides that the Board is divided into three classes with staggered three-year terms.

Only one class of directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms.

The Board is designated as follows:

Smith is a Class I director, and his initial term will expire at the annual meeting of stockholders

to be held in 2020;

Buchi and Francis are Class II directors, and their initial terms will expire at the annual meeting

of stockholders to be held in 2021;

Smith is a Class I director, and his current term will expire at the annual meeting of stockholders to be held in 2023;

Buchi and Francis are Class II directors, and their initial terms will expire at the annual meeting of stockholders to be held in 2021;

Banks and Ms.

Boston are Class III directors, and their terms will expire at the annual

meeting of stockholders to be held in 2022.

Any additional directorships resulting from an increase in the number of

directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the Companys directors.

Boston are Class III directors, and their terms will expire at the annual meeting of stockholders to be held in 2022.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third

of the Company’s directors.

Board Committees

The Board currently

has, and appoints the members of, a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

The Board currently has, and appoints the members of, a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Each of those committees has a written charter approved by the Board.

The current charter for each standing

Board committee is posted under Governance in the Investor Relations section of the Companys website, www.benitec.com.

The current charter for each standing Board committee is posted under “Governance” in the Investor Relations section of the Company’s website, www.benitec.com.

The Board determined that each of Messrs.

Buchi, Francis and Smith is independent under the Nasdaq listing standards, and Rule 10A-3 under the Exchange Act.

Pursuant to Rule 10A-3(b)(1)(iv)(A)(2) under the Exchange Act, the Companys audit committee consists entirely of independent directors.

Buchi, Francis and Smith is independent under the Nasdaq listing standards, and Rule 10A-3

under the Exchange Act.

Pursuant to Rule 10A-3(b)(1)(iv)(A)(2)

under the Exchange Act, the Company’s audit committee consists entirely of independent directors.

Audit Committee

Buchi (Chairman), Francis and Smith.

The purpose of the Audit Committee is to assist the board in

fulfilling its oversight responsibilities with respect to (i) the integrity of the Companys financial statements, (ii) the Companys compliance with legal and regulatory requirements, and (iii) the independent

auditors qualifications, independence and performance.

The Audit Committee is also responsible for preparing a report to be included in the Companys annual proxy statement, advising and consulting the management and the Board regarding

the Companys financial affairs, and appointing, overseeing and approving compensation for the work of the Companys independent auditors.

The purpose of the Audit Committee is to assist the board in fulfilling its oversight responsibilities with respect to (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, and (iii) the independent auditors’ qualifications, independence and performance.

The Audit Committee is also responsible for preparing a report to be included in the Company’s annual proxy statement, advising and consulting the management and the Board regarding the Company’s financial affairs, and appointing, overseeing and approving compensation for the work of the Company’s independent auditors.

Our Board has determined that Messrs.

Buchi, Francis and Smith each meet the independence requirements of Rule

10A-3 under the Exchange Act and the applicable Nasdaq rules.

Buchi, Francis and Smith each meet the independence requirements of Rule 10A-3

under the Exchange Act and the applicable Nasdaq rules.

Our Board has determined that Mr.

Smith is an audit committee financial expert as defined by applicable SEC rules and has the

requisite financial sophistication as defined under the applicable Nasdaq rules.

Smith is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules.

Compensation Committee

(Chairman), Buchi and Smith.

The Compensation Committee establishes and administers the Company’s policies, programs and procedures for compensating and providing benefits to its executives and Board.

The Committees responsibilities

specifically include reviewing and approving the goals and objectives relevant to the chief executive officers and other executive officers compensation, evaluating the performance of the chief executive officer and other executive

officers in light of those goals and objectives, and making recommendations to the Board with respect to non-employee director compensation.

The Committee is also responsible for making recommendations to the

Board with respect to incentive-compensation plans and equity-based plans.

The Compensation Committee’s responsibilities and duties are set forth in the Compensation Committee Charter (a copy of the Compensation Committee Charter is available on the Company’s website at https://ir.benitec.com/corporate-governance/governance-documents)

The Compensation Committee’s responsibilities specifically include reviewing and approving the goals and objectives relevant to the chief executive officer’s and other executive officers’ compensation, evaluating the performance of the chief executive officer and other executive officers in light of those goals and objectives, and making recommendations to the Board with respect to non-employee

director compensation.

The Compensation Committee is also responsible for making recommendations to the Board with respect to incentive compensation plans and equity-based incentive compensation plans.

Our Compensation Committee met four times during the last fiscal year.

The current members of our Compensation Committee are Messrs.

Francis (Chairman), Buchi and Smith.

Our Board has determined that all members of our Compensation Committee are “independent” as defined under the rules of the SEC and the listing standards of Nasdaq.

No member of our Compensation Committee is or has been our current or former officer or employee.

None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our Compensation Committee during the fiscal year ended June 30, 2021.

Role of Compensation Consultant

In 2020, the Compensation Committee retained Radford (AON) (“Radford”) to provide advice to the Compensation Committee with respect to the compensation of our non-employee

directors and executive officers.

Radford also provided advice with respect to the design of the Company’s 2020 Equity and Incentive Compensation Plan, the Company’s peer group, certain governance matters, and market trends.

Nominating and Corporate Governance Committee

1 unchanged sentence

The Nominating and Corporate Governance Committee manages all aspects of the governance of the Company’s Board.

The Committees responsibilities include identifying individuals qualified to

become members of the Board, recommending candidates to fill Board vacancies and newly created director positions, recommending

whether incumbent directors should be nominated for re-election upon the expiration of their terms, recommending corporate governance guidelines applicable

to the Board and to the Companys employees, overseeing the evaluation of the Board and its committees, and assessing and recommending Board members to the Board for committee membership.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee is or has been our current or former officer or employee.

None of our executive officers served as a

director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our compensation committee during the fiscal year ended

June 30, 2020.

The Committee’s responsibilities include identifying individuals qualified to become members of the Board, recommending candidates to fill Board vacancies and newly created director positions, recommending whether incumbent directors should be nominated for re-election

upon the expiration of their terms, recommending corporate governance guidelines applicable to the Board and to the Company’s employees, overseeing the evaluation of the Board and its committees, and assessing and recommending Board members to the Board for committee membership.

Code of Ethics and Business Conduct

We have established a Code of Ethics and Business Conduct as of April 14, 2020, which sets out the standards of behavior that apply to

every aspect of our dealings and relationships, both within and outside the company.

We have established a Code of Ethics and Business Conduct as of April 14, 2020, which sets out the standards of behavior that apply to every aspect of our dealings and relationships, both within and outside the company.

The following standards of behavior apply to all directors, executive officers and employees of the company:

5 unchanged sentences

The Code of Ethics and Business Conduct is available on our website at www.benitec.com.

Any amendments made to the Code of Ethics and Business

Conduct will also be available on our website, within four business days of any such amendment.

Any amendments made to the Code of Ethics and Business Conduct will also be available on our website, within four business days of any such amendment.

Hedging and Pledging Policy

Employees (including officers) and directors of the Company are prohibited from entering into hedging transactions with respect to the Company’s securities, or engaging in transactions with respect to the Company’s securities that are of a speculative nature, including, but not limited to, put or call options, margining Company securities, or otherwise pledging Company securities as collateral.

Executive Compensation.

EXECUTIVE COMPENSATION

As an emerging growth company and a smaller reporting company we have opted to comply with the scaled executive

compensation disclosure rules applicable to smaller reporting companies.

Our named executive officers, or our

NEOs, for the fiscal year ended June 30, 2020 were Dr.

As a “smaller reporting company” we have opted to comply with the scaled executive compensation disclosure rules applicable to “smaller reporting companies.”

Our named executive officers, or our “NEOs”, for the fiscal year ended June 30, 2021 were Dr.

Banks, our Executive Chairman and Chief Executive Officer, and Megan Boston, our Executive Director.

The discussion of our compensation program prior to the completion of the Re-domiciliation reflects

the compensation program of Benitec Limited, and of the Company for periods following the completion of the Re-domiciliation.

This discussion may contain forward-looking statements that are based on our

current plans, considerations, expectations and determinations regarding future compensation programs.

The discussion of our compensation program prior to the completion of the Re-domiciliation

reflects the compensation program of Benitec Limited, and of the Company for periods following the completion of the Re-domiciliation.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

Summary Compensation Table

The following table sets forth information regarding compensation earned by our NEOs during the fiscal year ended June 30, 2020 and the

fiscal year ended June 30, 2019:

Named Executive Officer and

Principal Position

Executive Chairman and Chief Executive

The following table sets forth information regarding compensation earned by our NEOs during the fiscal year ended June 30, 2021 and the fiscal year ended June 30, 2020:

Named Executive Officer and Principal Position

Executive Chairman and Chief Executive Officer

Executive Director

Boston’s salary was paid in Australian dollars and has been converted to U.S.

dollars using a

conversion rate of A$1.00 to $0.671, and A$1.00 to $0.715, for the fiscal years ended June 30, 2020 and June 30, 2019, respectively.

Amounts reflect cash bonuses awarded to the NEOs after review by the Remuneration Committee of the board of

directors of Benitec Limited (the Remuneration Committee), and individual performance for the prior fiscal year.

The amount of cash bonuses earned in respect of the fiscal year ended June 30, 2020 is not calculable through the

latest practicable date.

The Compensation Committee expects to determine such bonuses in November 2020, and the amounts of these bonuses will be disclosed in a filing by the Company in a Current Report on Form

8-K under Item 5.02(f) once the amounts are determined.

Amount represents the aggregate grant date fair value of stock and option awards granted by the Company in the

fiscal year ended June 30, 2020, computed in accordance with FASB ASC Topic 718.

For further information on how we account for stock-based compensation, see Note 11 to the Companys consolidated financial statements for the year ended

June 30, 2020 included in this Annual Report.

dollars using a conversion rate of A$1.00 to $0.747, and A$1.00 to $0.671, for the fiscal years ended June 30, 2021 and June 30, 2020, respectively.

From July 1, 2020 through September 15, 2020, Dr.

Banks’s and Ms.

Boston’s salary was $400,000 and $246,510 respectively.

As of September 16, 2020 through the remainder of the fiscal year ended June 30, 2021, Dr.

Banks’s and Ms.

Boston’s salary was, $450,000 and $284,831, respectively.

In respect of the fiscal year ended June 30, 2020, the Compensation Committee paid discretionary annual bonuses to Dr.

Banks and Ms.

The amount of such bonuses was paid in the fiscal year ended June 30, 2021.

The amount of cash bonuses earned in respect of the fiscal year ended June 30, 2021 is not calculable through the latest practicable date.

The Compensation Committee expects to determine such bonuses in November 2021, and the amounts of these bonuses will be disclosed in a filing by the Company in a Current Report on Form 8-K

under Item 5.02(f) once the amounts are determined.

Amount represents the aggregate grant date fair value of stock and option awards granted by the Company in the fiscal year ended June 30, 2021, computed in accordance with FASB ASC Topic 718.

For further information on how we account for stock-based compensation, see Note 10 to the Company’s consolidated financial statements for the year ended June 30, 2021 included in this Annual Report.

These amounts reflect the Company’s accounting expense for these awards and do not correspond to the actual amounts, if any, that will be recognized by the NEOs.

Bostons performance-based cash bonus was paid in Australian dollars and has been converted to

Boston’s performance-based cash bonus was paid in Australian dollars and has been converted to U.S.

dollars using a conversion rate of A$1.00 to $0.671.

3 unchanged sentences

The superannuation contributions were paid in Australian dollars and were converted to U.S.

dollars using a conversion rate of A$1.00 to $0.671, and A$1.00 to $0.715, for the fiscal years ended June 30, 2020 and June 30, 2019,

respectively.

dollars using a conversion rate of A$1.00 to $0.747, and A$1.00 to $0.671, for the fiscal years ended June 30, 2021 and June 30, 2020, respectively.

The amounts reported in this table include compensation paid by Benitec Limited prior to the completion of the Re-domiciliation.

1 unchanged sentence

Annual Base Salary

salaries to recognize the experience, skills, and responsibilities required of all of our employees, including our NEOs.

We use base salaries to recognize the experience, skills, and responsibilities required of all of our employees, including our NEOs.

Base salaries are reviewed annually by our Board.

For the year ended June 30, 2020, the annual base salaries for each of

From July 1, 2020 through September 15, 2020, the annual base salaries for each of Dr.

Banks and Ms.

1 unchanged sentence

Boston’s salary has been converted using a conversion rate of A$1.00 to $0.747), respectively.

In October 2020, the Board, as part of its annual base salary review process, approved annual base salary increases for the NEOs.

Base salaries were increased to bring salaries further in line with market compensation for similarly situated executives.

Effective September 16, 2020, Dr.

Banks’s and Ms.

Boston’s annual base salaries were increased to $450,000 and A$381,300 ($284,831) (Ms.

Boston’s salary has been converted using a conversion rate of A$1.00 to $0.747), respectively.

Bonus Compensation

awarded our NEOs annual discretionary bonuses.

Prior to the completion of the Re-domiciliation, the Remuneration Committee determined the amount of any annual discretionary bonus payment following the

completion of the applicable fiscal year, based on Benitec Limiteds overall performance and the achievement of key strategic objectives.

For fiscal year 2019, performance bonuses were based on achieving certain clinical, development and

operational milestones.

The actual annual cash bonuses awarded to our NEOs for fiscal year 2019 performance are set forth above in the Summary Compensation Table in the column titled Bonus. For the fiscal year ended

June 30, 2020, the annual discretionary bonuses are not calculable through the latest practicable date.

The Compensation Committee expects to determine such bonuses in November 2020, and the amounts of these bonuses will be disclosed in a

filing by the Company in a Current Report on Form 8-K under Item 5.02(f) once the amounts are determined.

We have awarded our NEOs annual discretionary bonuses.

Prior to the completion of the Re-domiciliation,

the Remuneration Committee determined the amount of any annual discretionary bonus payment following the completion of the applicable fiscal year, based on Benitec Limited’s overall performance and the achievement of key strategic objectives.

For the fiscal year ended June 30, 2020, performance bonuses were based on achieving certain clinical, development and operational milestones.

The actual annual cash bonuses awarded to our NEOs for fiscal year ended June 30, 2020 performance are set forth above in the “Summary Compensation Table” in the column titled “Bonus.”

In October 2020, the Compensation Committee further determined that the target annual discretionary bonus with respect to the fiscal year ended June 30, 2021 would be 50% and 40% of base salary for each of Dr.

Banks and Ms.

Boston, respectively.

For the fiscal year ended June 30, 2021, the annual discretionary bonuses are not calculable through the latest practicable date.

The Compensation Committee expects to determine such bonuses in November 2021, and the amounts of these bonuses will be disclosed in a filing by the Company in a Current Report on Form 8-K

under Item 5.02(f) once the amounts are determined.

Equity or Equity-Linked Incentive Awards

Although we do not have a formal policy with respect to the grant of equity incentive awards to our NEOs, we believe that equity grants provide

our NEOs with a strong link to our long-term performance, create an ownership culture and help to align the interests of our NEOs and our shareholders.

In addition, we believe that equity grants with a time-based vesting feature promote executive

retention because this feature incentivizes our NEOs to remain in our employment during the vesting period.

The equity awards held by our NEOs are described in more detail in the Outstanding Equity Awards at Fiscal Year-End table below.

Although we do not have a formal policy with respect to the grant of equity incentive awards to our NEOs, we believe that equity grants provide our NEOs with a strong link to our long-term performance, create an ownership culture and help to align the interests of our NEOs and our shareholders.

On December 9, 2020, the Company’s stockholders approved the Company’s 2020 Equity and Incentive Compensation Plan (the “2020 Plan”).

On December 9, 2020, the Compensation Committee granted our NEOs stock options under the 2020 Plan.

The stock options vest in increments of one-third

on each anniversary of the applicable grant date over three years.

If an NEO dies or terminates employment or service due to Disability (as defined in the 2020 Plan), the NEO generally has 12 months to exercise their vested options or the options are cancelled.

If an NEO otherwise leaves the Company, other than for a termination by the Company for Cause (as defined in the 2020 Plan), the NEO generally has 90 days to exercise their vested options or the options are cancelled.

Upon the consummation of a Change in Control (as defined in the 2020 Plan), all unvested stock options will immediately vest as of immediately prior to the Change in Control.

We believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our NEOs to remain in our employment during the vesting period.

Employment Agreements with our NEOs.

We are a party to employment agreements with each of our NEOs.

These employment agreements provide for at will employment and may

be terminated at any time.

These employment agreements provide for “at will” employment and may be terminated at any time.

Employment Agreement with Dr.

In September 2018, Tacere Therapeutics, Inc., a subsidiary of the Company, entered into an employment agreement with Dr.

Banks setting

forth the terms of his employment as Executive Chairman and Chief Executive Officer of Benitec Limited.

In connection with the Re-domiciliation, Dr.

Banks was appointed Executive Chairman and Chief

Executive Officer of the Company.

Banks setting forth the terms of his employment as Executive Chairman and Chief Executive Officer of Benitec Limited.

In connection with the Re-domiciliation,

Banks was appointed Executive Chairman and Chief Executive Officer of the Company.

The agreement provides for Dr.

Banks employment and sets forth his (i) annual base salary, (ii) discretionary annual bonus, (iii) eligibility to participate in employee benefit plans,

(iv) eligibility for accrued paid vacation, (v) expense reimbursements in accordance with Company policy, (vi) eligibility to participate in the Companys Share Option Plan (as defined below), (vii) post-employment obligations to

refrain from soliciting our employees for one year following the end of employment, and (viii) certain non-disparagement obligations.

Banks employment agreement also provides for

confidentiality of information and ownership of proprietary property restrictions.

Pursuant to the employment agreement,

Banks’ employment and sets forth his (i) annual base salary, (ii) discretionary annual bonus, (iii) eligibility to participate in employee benefit plans, (iv) eligibility for accrued paid vacation, (v) expense reimbursements in accordance with Company policy, (vi) eligibility to participate in the Company’s Share Option Plan (as defined below), (vii) post-employment obligations to refrain from soliciting our employees for one year following the end of employment, and (viii) certain non-disparagement

Banks’ employment agreement also provides for confidentiality of information and ownership of proprietary property restrictions.

Pursuant to the employment agreement, Dr.

Banks’ employment is “at will” and can be terminated at any time.

2 unchanged sentences

Banks may terminate his employment on no fewer than six months’ prior written notice to the Company.

Notwithstanding any provisions in the employment agreement, the Company may terminate

Notwithstanding any provisions in the employment agreement, the Company may terminate Dr.

Banks’ employment immediately without prior notice to Dr.

Banks if he (a) commits any serious or persistent breach of any of the provisions of the employment agreement, (b) commits any act of willful or serious

misconduct or negligence in the discharge of his duties, (c) becomes of unsound mind or under the control of any committee or officer under any law relating to mental health, (d) is convicted of a felony, which in our reasonable opinion

Banks position, or (e) becomes permanently incapacitated by accident or illness from performing duties under the employment agreement for a period aggregating more than three months in any

six-month period, or for any period beyond three consecutive months.

Banks if he (a) commits any serious or persistent breach of any of the provisions of the employment agreement, (b) commits any act of willful or serious misconduct or negligence in the discharge of his duties, (c) becomes of unsound mind or under the control of any committee or officer under any law relating to mental health, (d) is convicted of a felony, which in our reasonable opinion affects Dr.

Banks’ position, or (e) becomes permanently incapacitated by accident or illness from performing duties under the employment agreement for a period aggregating more than three months in any six-month

period, or for any period beyond three consecutive months.

Employment Agreement with Megan Boston

In July 2018, Benitec Limited entered into an employment agreement with Megan Boston for the position of Executive Director.

connection with entering into the employment agreement, Ms.

Boston ceased serving as a non-executive director of the Company.

In connection with entering into the employment agreement, Ms.

Boston ceased serving as a Non-Executive

Director of the Company.

Boston remains on the Board as an Executive Director.

The employment

agreement provides for Ms.

Bostons employment and sets forth her (i) annual base salary, (ii) discretionary annual bonus, (iii) superannuation contribution, (iv) eligibility for accrued paid vacation, (v) expense

reimbursements in accordance with Company policy, and (vi) post-employment obligations to refrain from soliciting our employees for one year following the end of employment.

Bostons employment agreement also provides for

confidentiality of information and ownership of proprietary property restrictions.

Pursuant to the employment agreement,

The employment agreement provides for Ms.

Boston’s employment and sets forth her (i) annual base salary, (ii) discretionary annual bonus, (iii) superannuation contribution, (iv) eligibility for accrued paid vacation, (v) expense reimbursements in accordance with Company policy, and (vi) post-employment obligations to refrain from soliciting our employees for one year following the end of employment.

Boston’s employment agreement also provides for confidentiality of information and ownership of proprietary property restrictions.

Pursuant to the employment agreement, Ms.

Boston’s employment is “at will” and can be terminated at any time However, the Company must provide Ms.

1 unchanged sentence

Boston may terminate her employment on no fewer than six months’ prior written notice.

Notwithstanding any provisions in

the employment agreement, the Company may terminate Ms.

Notwithstanding any provisions in the employment agreement, the Company may terminate Ms.

Boston’s employment immediately without prior notice to Ms.

Boston if she (a) commits any serious or persistent breach of any of the provisions of the employment agreement,

(b) commits any act of willful or serious misconduct or negligence in the discharge of her duties, (c) becomes bankrupt or makes any arrangement or composition with her creditors, (d) becomes of unsound mind or under the control of

any committee or officer under any law relating to mental health, (e) is convicted of any criminal offense other than an offense which in our reasonable opinion does not affect Ms.

Bostons position, or (f) becomes permanently

incapacitated by accident or illness from performing her duties under the employment agreement for a period aggregating more than three months in any six-month period, or any period beyond three consecutive

Boston if she (a) commits any serious or persistent breach of any of the provisions of the employment agreement, (b) commits any act of willful or serious misconduct or negligence in the discharge of her duties, (c) becomes bankrupt or makes any arrangement or composition with

her creditors, (d) becomes of unsound mind or under the control of any committee or officer under any law relating to mental health, (e) is convicted of any criminal offense other than an offense which in our reasonable opinion does not affect Ms.

Boston’s position, or (f) becomes permanently incapacitated by accident or illness from performing her duties under the employment agreement for a period aggregating more than three months in any six-month

period, or any period beyond three consecutive months.

Outstanding Equity Awards at Fiscal Year-End

3 unchanged sentences

(#)—Exercisable

Number of Securities

(#)—Unexercisable

Option Exercise

Executive Chairman and Chief Executive Office r

Executive Chairman and Chief Executive Officer

Executive Director

All of the awards in this table were granted under the Share Option Plan, the terms of which are described

below under Equity Incentive Compensation PlansShare Option Plan. The share amounts and

exercise prices of the awards shown in this table have been adjusted to reflect the terms of the Re-domiciliation.

The shares subject to each of the option awards vest in substantially equal installments on each of the first,

second and third anniversaries of the grant date, generally subject to continued employment through the applicable vesting date.

The option awards were granted under the 2020 Plan.

The shares subject to each of the option awards vest in substantially equal installments on each of the first, second and third anniversaries of the grant date, generally subject to continued employment through the applicable vesting date.

The option awards were granted under the Benitec Officers’ and Employees’ Share Option Plan prior to the Re-domiciliation.

The share amounts and exercise prices of the awards shown in this table have been adjusted to reflect the terms of the Re-domiciliation.

Other Elements of Compensation

Other Benefits and

We offer participation in broad-based retirement, health and welfare plans to all of our colleagues, including our

We maintain a tax-qualified defined contribution retirement plan that provides eligible

Other Benefits and Perquisites

We offer participation in broad-based retirement, health and welfare plans to all of our colleagues, including our NEOs.

We maintain a tax-qualified

defined contribution retirement plan that provides eligible U.S.

employees (including Dr.

Banks) with an opportunity to save for retirement on a tax-advantaged basis.

Plan participants are eligible to defer eligible compensation subject to applicable annual

Internal Revenue Code limits.

The 401(k) plan is intended to be qualified under Section 401(a) of the Internal Revenue Code with the 401(k) plans related trust intended to be tax exempt under Section 501(a) of the Internal Revenue

As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Banks) with an opportunity to save for retirement on a tax-advantaged

Plan participants are eligible to defer eligible compensation subject to applicable annual Internal Revenue Code limits.

The 401(k) plan is intended to be qualified under Section 401(a) of the Internal Revenue Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Internal Revenue Code.

As a tax-qualified

retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

We contribute to the Australian superannuation scheme that provides eligible Australian employees (including Ms.

Boston) with an

opportunity to save for retirement on a tax-advantaged basis.

Boston) with an opportunity to save for retirement on a tax-advantaged

We pay superannuation in accordance with legislative requirements and our minimum contribution is set by legislation.

We offer flexibility for

salary sacrifice to be added to the superannuation scheme and any actual increase in our contribution to the superannuation scheme is subject to legislative rules at the time.

We offer flexibility for salary sacrifice to be added to the superannuation scheme and any actual increase in our contribution to the superannuation scheme is subject to legislative rules at the time.

Termination or Change in Control Benefits

The employment agreements with our NEOs provide for specified notice periods (or pay in lieu of notice) if the Company terminates the

employment of our NEOs under certain circumstances, as described above in the Employment Agreements with our NEOs section.

Our NEOs are not eligible to receive any additional payments or benefits in connection with their termination of

employment or in connection with the Companys change in control.

Equity Incentive Compensation Plan

Benitec Officers and Employees Share Option Plan (Share Option Plan)

On the Implementation Date, the Re-domiciliation of Benitec Limited was completed, resulting

in the Company becoming the ultimate parent company of the Benitec group of companies (the Scheme).

Pursuant to the Scheme, the Company assumed Benitec Limiteds obligations with respect to the settlement of options (the

Options) that were issued by Benitec Limited prior to the Implementation Date pursuant to the Share Option Plan.

This includes the Companys assumption of the Share Option Plan and all award agreements pursuant to which each of

the Options were granted.

Accordingly, any exercise of the Options (subject to vesting conditions being met) entitles the holder to one share of the Companys Common Stock for every 300 ordinary shares of Benitec Limited the holder of the

Option would have been entitled to receive upon exercise of such Option.

The exercise price of the Options was also adjusted in connection with the Scheme.

Other than as described above, the terms of the Share Option Plan and the Options

remained unchanged following the Implementation Date.

Following the Implementation Date, no new options or other equity awards will be

issued under the Share Option Plan.

The Company intends to present a new equity incentive plan for approval by the Companys stockholders at the Companys next annual meeting of stockholders.

The following summarizes the material terms of the Share Option Plan.

Administration .

Our Board, or duly authorized persons, administers the Share Option Plan.

Under the Share Option Plan, the Board has

power to determine appropriate procedures for administration consistent with the Share Option Plan.

Eligibility .

The Share Option

Plan provides for an employee (including any director, a part-time employee or consultant) of the Company and its subsidiaries to be deemed an eligible employee by the Board (Eligible Employee).

Application for Options .

The Board may from time to time, in its absolute discretion, issue written invitations to Eligible Employees

to apply for up to a specified number of Options.

The invitation will include:

(i) the method of calculation of the exercise price, (ii) the period or periods during which all or any of the Options may be exercised, (iii) the number

of shares over which the Option may be granted, (iv) the dates and times when the Options expire, (v) any Exercise Conditions (as defined in the Share Option Plan) that apply to the Options, and (vi) the date and time by which the

application for Options must be received by the Company.

Upon receipt of the invitation the Eligible Employee must send the person identified by the Company to receive the application, the Eligible Employees completed application.

application must be received from the Eligible Employee within a specified period listed in the invitation.

The Eligible Employee may apply for the number of Options specified in the invitation or part thereof (but the application must be made in

multiples of 1,000 Options).

Authorized Shares .

The maximum number of shares that may be issued pursuant to awards under Share

Option Plan, subject to certain adjustments is 5% of the current number the Companys ordinary shares.

Company has received and accepted the Eligible Employees application for Options, the Company may:

(i) grant the Options to the Eligible Employee or (ii) procure the grant of the Options by a third party.

The grant will be based on

the terms set out in the Share Option Plan and upon such additional terms and conditions as the Board determines.

Options will have a maximum exercise period of seven years.

Notwithstanding the above, following the Implementation Date, no new

options or other equity awards will be issued under the Share Option Plan.

Transferability .

The invitation to receive Options is

not transferable and an Eligible Employee may only apply for the Options on his or her behalf and not on behalf of another person or entity unless that other person or entity is controlled by or otherwise associated with the Eligible Employee,

agrees to be bound by the Share Option Plan and the terms of issue of the Options as if it were an Eligible Employee, and is approved by the Board.

The Option may be transferred or encumbered:

(i) by force of law upon death to the

Participants legal personal representative, (ii) upon bankruptcy to the Participants trustee in bankruptcy, or (iii) with the prior written approval of the Board.

Termination of Employment .

If a Participant (as defined in the Share Option Plan), who was an employee of the Company or one of its

subsidiaries, dies prior to exercising the Option or the Participant terminates employment by reason of Retirement (as defined in the Share Option Plan), the Board may exercise discretion to allow the Options to be exercised by the Participant for a

period of up to six months following the Participants termination due to death or retirement, even if certain Exercise Conditions had not been met.

If a Participant, who was an employee of the Company or one of its subsidiaries, terminates

employment for any other reason, the Board may exercise discretion to allow the Options to be exercised by the Participant for a period of up to three months following the Participants termination of employment, even if certain Exercise

Conditions had not been met.

If a Participant, who was an employee of the Company or one of its subsidiaries, dies prior to exercising the Option, the Participant terminates employment by reason of Retirement or terminates employment for any other

reason, and the Exercise Conditions have been met, the Participant may exercise the Options for a period up to 12 months following termination, with such period to be determined by the Board.

Notwithstanding any of the foregoing, if, in the opinion of the Board, a Participant acts

fraudulently or dishonestly or is in breach of his or her obligations to the Company or any of its subsidiaries, then the Board of Directors may deem any unexercised Options held by the Participant to have lapsed.

Transactions .

If a Takeover Bid (as defined in the Share Option Plan) is made or a Change in Control (as defined in the Share Option

Plan) occurs, the Board may (unless, in the opinion of the Board, an intention to make an equivalent offer to the Participants to acquire all or substantial portion of their Options is given) give written notice to each Participant of the Takeover

Bid or Change in Control.

If a Takeover Bid is made or a Change in Control occurs after the Exercise Condition has been met, but before an Option has been exercised, the Option will be exercisable for a period of 30 days from the date of the notice.

If a Takeover Bid is made or a Change in Control occurs before an Exercise Condition has been met, the Board may determine that all or part of those Options will be exercisable for a period of 30 days from the date of the notice.

The Board may also

exercise its discretion to permit the exercise of the Options upon certain other corporate transactions, including but not limited to the voluntary winding up of the Company, where an order is made for the compulsory winding up of the Company.

Acquiring Company (as defined in the Share Option Plan) obtains control of the Company as a result of a Takeover Bid, a Change in Control or a proposed scheme or arrangement between the Company and its shareholders, and both the Company and the

Acquiring Company agree, a Participant may upon the exercise of the Participants Options, the Participant may elect to acquire shares in the Acquiring Company or its parent, on substantially the same terms and subject to substantially the same

conditions as the Participant may exercise Options to acquire shares, but with appropriate adjustments to the number and kind of shares subject to the Options, as well as to the exercise price.

If the Company issues shares pro rata to the Companys shareholders by way of bonus issue, Participants will be entitled to exercise

Participants Options, to receive in addition to the shares in respect of which the Options are exercised and without the payment of any further consideration, an allotment of as many additional shares as would have been issues to a shareholder

who, on the date for determining entitlements under the bonus issue, held shares equal in number to the shares in respect of which the Options are exercised.

In the event of certain other transactions, including if shares are offered pro rata for subscription by the Companys shareholders or

upon the reorganization of the Company, the number of Options to which each Participant is entitled to or the exercise price of the Options or both as appropriate will be adjusted.

Plan Amendment.

Our Board may amend the Share Option Plan at any time.

However, no amendment to the Share Option Plan or the Options

may be made which reduces the rights of Participants in respect of Options granted to them prior to the date of the amendment, other than in certain limited situations.

The employment agreements with our NEOs provide for specified notice periods (or pay in lieu of notice) if the Company terminates the employment of our NEOs under certain circumstances, as described above in the “Employment Agreements with our NEOs” section.

Upon the consummation of a Change in Control (as defined in the 2020 Plan), all unvested stock options granted pursuant to the 2020 Plan will immediately vest as of immediately prior to the Change in Control.

Our NEOs are not eligible to receive any additional payments or benefits in connection with their termination of employment or in connection with the Company’s change in control.

DIRECTOR COMPENSATION

3 unchanged sentences

Banks and Ms.

Boston, see Summary

Compensation Table.

Boston, see “Summary Compensation Table.”

Fees paid to Mr.

Buchi and Francis were paid in Australian dollars and has been converted to U.S.

using a conversion rate of A$1.00 to $0.671 for the fiscal year ended June 30, 2020.

Amounts reflect the Companys compulsory contributions to Mr.

Franciss superannuation account.

The superannuation contribution was paid in Australian dollars and has been converted to U.S.

Buchi (until February 2021) and Francis were paid in Australian dollars and has been converted to U.S.

dollars using a conversion rate of A$1.00 to $0.747 for the fiscal year ended June 30, 2021.

Smith was appointed to the Board on April 14, 2020.

Amounts reflect the total fees paid to

Smith for his service in fiscal year 2020.

For each director, the aggregate number of option awards

outstanding at fiscal year-end for the year ended June 30, 2020 is set forth below:

Option Awards

Fees paid between February 2021 and June 2021 were paid in USD.

Amount represents the aggregate grant date fair value of stock and option awards granted by the Company in the fiscal year ended June 30, 2021, computed in accordance with FASB ASC Topic 718.

These amounts reflect the Company’s accounting expense for these awards and do not correspond to the actual amounts, if any, that will be recognized by the directors.

For information regarding other compensation of all directors, see “Narrative Disclosure to Director Compensation Table”

For each director, the aggregate number of option awards outstanding at fiscal year-end

for the year ended June 30, 2021 is set forth below:

Peter Francis

Narrative Disclosure to Director Compensation Table

Each of our non-employee directors is paid an annual fee in respect of their service on the Board.

Buchis annual fee is $51,432.

Francis is paid a base fee of $46,970.

In addition, the Company makes a superannuation contribution on Mr.

Francis behalf in the amount of $4,462.

Fees paid to Mr.

Francis were paid in Australian dollars and have been converted to U.S.

dollars using a conversion rate of A$1.00 to $0.671.

In accordance with Mr.

Smiths Director Appointment Letter, he will be entitled to earn an annual fee of $50,000

in respect of his service on the Board.

Upon their appointment as executive officers and employees, Dr.

1 unchanged sentence

Boston no longer receive annual fees with respect to their service on the Board.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

From July 1, 2020 through September 15, 2020, Mr.

Buchi’s annual fee was $51,432.

Francis’s annual fee was $46,970, and Mr.

Smith’s annual fee was $50,000.

Effective September 16, 2020, the annual fees through the end of the fiscal year ended June 30, 2021 paid to our non-employee

directors were:

an annual cash retainer of $40,000;

an additional annual cash retainer of $15,000 to the chair of the Audit Committee;

an additional annual cash retainer of $10,000 to the chair of the Compensation Committee;

an additional annual cash retainer of $7,500 to the chair of the Nominating Committee;

an additional annual cash retainer of $7,500 to a non-chair

member of the Audit Committee;

an additional annual cash retainer of $5,000 to a non-chair

member of the Compensation Committee;

an additional annual cash retainer of $4,000 to a non-chair

member of the Nominating Committee.

In addition to the cash fees paid to our non-employee

directors, the Board granted each of Messrs.

Buchi, Francis and Smith 26,301 option award on December 9, 2020.

The option awards vest in three substantially equal installments on the day prior to each of the Company’s next three annual stockholder meetings occurring immediately following December 9, 2020.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of the Companys common stock as of

September 15, 2020 by (i) each person or group of persons known by us to beneficially own more than five percent of our common stock, (ii) each of our named executive officers, (iii) each of our directors and (iv) all of our

directors and executive officers as a group.

The following table gives effect to the shares of common stock issuable within 60 days of

September 15, 2020 upon the exercise of all options and other rights beneficially owned by the indicated stockholders on that date.

The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock as of September 7, 2021 by (i) each person or group of persons known by us to beneficially own more than five percent of our common stock, (ii) each of our named executive officers, (iii) each of our directors and (iv) all of our directors and executive officers as a group.

The following table gives effect to the shares of common stock issuable within 60 days of September 7, 2021 upon the exercise of all options and other rights beneficially owned by the indicated stockholders on that date.

Beneficial ownership is determined in accordance with Rule 13d-3

promulgated under Section 13 of the Securities Exchange Act and includes voting and investment power with respect to shares.

Percentage of beneficial ownership is based on 1,108,374 shares of common stock outstanding at the close of business on

September 15, 2020.

Percentage of beneficial ownership is based on 8,171,690 shares of common stock outstanding at the close of business on September 7, 2021.

Except as otherwise noted below, each person or entity named in the following table has sole voting and investment power with respect to all shares of our common stock that he, she or it beneficially owns.

1 unchanged sentence

Name of Beneficial Owner

Percentage of Shares

Beneficially Owned

5% or Greater Stockholders:

Nant Capital, LLC (1)

Entities affiliated with Suvretta Capital Management, LLC(1)

Entities affiliated with Lincoln Park Capital, LLC(2)

Directors and Named Executive Officers:

2 unchanged sentences

Peter Francis(6)

All Executive Officers and Directors As a Group (5 persons) (6)

All Executive Officers and Directors As a Group

(5 persons)(7)

Represents beneficial ownership of less than one percent of the Company’s outstanding common stock.

Based on the information included in the Form 3 filed by Nant Capital, LLC on April 27, 2020.

195,372 shares held directly by Nant Capital, LLC and 97,686 shares of common stock held by Merrill Lynch (Australia) Nominees Pty Limited for the account of Nant Capital, LLC.

The address of the principal business office of Nant Capital, LLC is

9922 Jefferson Blvd, Culver City, CA, 90232.

Based on the information included in the Schedule 13G filed by Suvretta Capital Management, LLC (“Suvretta”) on May 7, 2021, Averill Master Fund, Ltd.

(“Averill”) and Aaron Cowen.

The address of the principal business office of Suvretta and Mr.

Cowen is c/o Suvretta Capital Management, LLC, 540 Madison Avenue, 7 th

Floor, New York, New York 10022.

The address of the principal business office of Averill is c/o Maples Corporate Services Limited, P.O.

Box 309, Ugland House, Grand Cayman KY1-1104,

Cayman Islands.

Based on information included in the Schedule 13G filed by Lincoln Park Capital, LLC and its affiliates on April 28, 2021.

Represents 423,529 shares held directly by Lincoln Park Capital Fund, LLC (“LPC Fund”).

Alex Noah and Joshua B.

Scheinfeld have shared voting and shared investment power over the shares held by LPC Fund.

The address of the principal business office of Lincoln Park Capital, LLC and its affiliates is 440 North Wells, Suite 410, Chicago, Illinois 60654.

Represents stock options to acquire 33,333 that have vested or will vest within 60 days of September 7, 2021.

Includes 333 shares held by Boston Super Invest Pty A/C Boston Family Super that Megan Boston has sole voting

power over and stock options to acquire 5,555 shares of common stock that have vested or will vest within 60 days of September 15, 2020.

Includes 4,827 shares of common stock and stock options to acquire 2,800 shares of common stock that have

vested or will vest within 60 days of September 15, 2020.

Includes 4,738 shares of common stock held by the Francis Family Superannuation Fund, 300 shares held directly

Francis, and stock options to acquire 4,666 shares of common stock that have vested or will vest within 60 days of September 15, 2020.

Includes 10,198 shares of common stock and stock options to acquire 35,243 shares of common stock that have

vested or will vest within 60 days of September 15, 2020.

Includes 333 shares held by Boston Super Invest Pty A/C Boston Family Super that Megan Boston has sole voting power over and stock options to acquire 11,111 shares of common stock that have vested or will vest within 60 days of September 7, 2021.

Includes 4,827 shares of common stock held by Mr.

Includes 4,737 shares of common stock held by the Francis Family Superannuation Fund and 300 shares held directly by Mr.

Includes 10,197 shares of common stock and stock options to acquire 44,444 shares of common stock that have vested or will vest within 60 days of September 7, 2021.

Equity Compensation Plan Information

The following table provides information regarding the number of securities to be issued under our equity plans, the weighted-average exercise

price of options issued under our equity plans and the number of securities remaining available for future issuance under our equity plans, in each case as of June 30, 2020:

The following table provides information regarding the number of securities to be issued under our equity plans, the weighted-average exercise price of options issued under our equity plans and the number of securities remaining available for future issuance under our equity plans, in each case as of June 30, 2021:

Plan category

securities to be

of outstanding

exercise price of

Number of securities

remaining available

for future issuance

compensation plans

Equity compensation plans approved by security holders

1 unchanged sentence

Certain Relationships and Related Transactions, and Director Independence.

The following includes a summary of transactions since July 1, 2017 to which we have been a party in which the amount involved exceeded or

will exceed $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct

or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under Executive and Director Compensation. We also describe below certain other

transactions with our directors, executive officers and stockholders.

Nant Capital, LLC

In October 2016, Benitec Limited entered into a strategic relationship with Nant Capital.

As part of that

strategic relationship, Benitec Limited initially issued Nant Capital ordinary shares which became an aggregate of 195,372 shares of common stock following the Re-domiciliation for a combined total

consideration of $6.1 million.

Jerel Banks, our Chairman and Chief Executive Officer, was initially appointed to the board of directors of Benitec Limited by Nant Capital.

In connection with his separation from Nant Capital, Nant Capital agreed

Banks an annual separation payment (starting with calendar year 2018), in cash not later than March 15th of each year, equal to a fixed percentage of the amount by which the net increase in the fair market value of the 293,058 shares

of Company common stock that Nant Capital owns (the Nant Shares) exceeds a 10% hurdle with respect to each calendar year.

Banks does not own (beneficially or of record) any of the Nant Shares, nor does he have any right to vote,

sell or dispose of the Nant Shares (or cause them to be voted, sold or disposed of), but for purposes of calculating his separation payment he can require Nant Capital to treat some or all of them as having effectively been sold prior to the end of

a calendar year performance period.

Banks has no obligation or responsibility to manage the Nant Shares.

The arrangement is in effect and Dr.

Banks has not accrued any payments thereunder.

The Company is not a party to this

In December 2016, Benitec Limited entered into an exclusive sublicense agreement with NantWorks, LLC, an

affiliate of Nant Capital, pursuant to which we obtained a sublicense to intellectual property relating to our product candidates for the treatment of HNSCC, including BB-401.

We terminated the exclusive

sublicense agreement for convenience, with the termination effective as of June 2020, because the BB-401 program has been terminated.

Prior to termination of the agreement, we were required to make periodic

payments to NantWorks, LLC for so long as the agreement remained in effect, as well as contingent milestone and royalty payments in connection with the development and sale of the licensed technology.

In fiscal year 2017, we made license payments to

NantWorks, LLC of $30,000, and reimbursed patent expense of $35,014.

In fiscal year 2018, we paid (i) $4,125, as reimbursement in patent application extension, (ii) $30,000 in annual maintenance fee and (iii) $30,000 in annual maintenance fee.

In January 2017, Benitec Limited entered into a research collaboration agreement with Nant Capital pursuant to

which we agreed to advance the clinical development of BB-401, a recombinant DNA construct that produces an antisense RNA with specificity against EGFR for the treatment of HNSCC.

The research collaboration

agreement with Nant Capital allocates the $4.1 million received from Nant Capital in the March 2017 private placement first to the development of BB-401 and BB-501.

Nant Capital will have a controlling vote on the joint steering committee that directs and oversees such development of BB-401 and BB-501 until those funds have been

The BB-401 and BB-501 programs have been terminated and, as a result, this collaboration is no longer active.

In December 2018, the Company accrued a milestone payment of $300,000 (AUD 425,411).

It was later determined that

the milestone was no longer required to be paid and therefore the accrual was reversed in December 2019.

Further, the Company accrued a License fee payable in December 2018 of $40,000 (AUD 56,721) which was reversed in January 2019, when the Company

received the invoice from NantWorks LLC.

Other Related Parties

Legal services at normal commercial rates totaling A$726, or $509, for fiscal 2019, A$8,212, or $6,079, for

fiscal 2018 and A$191,050, or $146,841 for fiscal 2017 were provided by Francis Abourizk Lightowlers, a law firm in which Mr.

Peter Francis is a partner and has a beneficial interest.

Annabel West, the wife of Greg West, our former Chief Executive Officer, was employed by us as a part-time

clerical and administrative assistant.

Annabel West was paid wages of A$42,278, or $31,298, and A$36,248, or $27,860, respectively, for fiscal 2018 and fiscal 2017.

The Company has not had been a participant since July 1, 2020 in a transaction in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of the Company’s total assets at year end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive and Director Compensation.” We also describe below certain other transactions with our directors, executive officers and stockholders.

Review and approval of related party transactions

Our related parties include our directors, director nominees, executive officers, holders of more than five percent of the outstanding shares

of our common stock and the foregoing persons immediate family members.

We review relationships and transactions in which the Company and our related parties are participants to determine whether such related persons have a direct or indirect

material interest.

Our related parties include our directors, director nominees, executive officers, holders of more than five percent of the outstanding shares of our common stock and the foregoing persons’ immediate family members.

We review relationships and transactions in which the Company and our related parties are participants to determine whether such related persons have a direct or indirect material interest.

As required under SEC rules, transactions that are determined to be directly or indirectly material to a related party are disclosed in the appropriate SEC filing.

In addition, the Audit Committee reviews and approves any related

party transaction that is required to be disclosed.

In addition, the Audit Committee reviews and approves any related party transaction that is required to be disclosed.

Set forth below is information concerning transactions with our related parties that is required to be disclosed under SEC rules.

Indemnification and Severance Agreements

We have entered into indemnification agreements with our directors and executive officers which require us to indemnify such individuals to the

fullest extent permitted by Delaware law.

We have entered into indemnification agreements with our directors and executive officers which require us to indemnify such individuals to the fullest extent permitted by Delaware law.

Our indemnification obligations under such agreements are not limited in amount or duration.

Certain costs incurred in connection with such indemnities may be recovered under certain circumstances under

various insurance policies.

Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed against a director or executive officer, we are unable to determine the maximum amount of

losses that we could incur relating to such indemnities.

Certain costs incurred in connection with such indemnities may be recovered under certain circumstances under various insurance policies.

Historically, any amounts payable pursuant to such director and officer indemnities have not had a material negative effect on our business, financial condition or results of operations.

We have also entered into severance and change in control agreements with certain of our executives.

These agreements provide for the payment

of specific compensation benefits to such executives upon the termination of their employment with us.

These agreements provide for the payment of specific compensation benefits to such executives upon the termination of their employment with us.

Principal Accountant Fees and Services.

The following table sets forth the aggregate fees billed to the Company for services during the fiscal years ended June 30, 2020 and 2019

by our independent registered public accounting firm, Squar Milner LLP (Squar Milner):

The following table sets forth the aggregate fees billed to the Company for services during the fiscal years ended June 30, 2021 and 2020 by our independent registered public accounting firm, Baker Tilly US, LLP (“Baker Tilly”):

Audit Fees(1)

Audit Related Fees(2)

Audit Fees consist of fees billed for professional services rendered for the audit of the Companys

consolidated annual financial statements included in the Companys Annual Report on Form 10-K and review of the interim consolidated financial statements included in the Companys Quarterly Reports

on Form 10-Q, and services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory filings or engagements.

Audit-Related Fees consist of fees billed for assurance and related services rendered that are reasonably

related to the performance of the audit or review of the Companys consolidated financial statements and are not reported under Audit Fees.

Tax Fees were billed for professional services including assistance with tax compliance and the preparation of

tax returns, tax consultation services, assistance in connection with tax audits and tax advice related to mergers, acquisitions and dispositions.

Pre-Approval Policies

The Audit Committee, or a designated member thereof, pre-approves 100% of all audit, audit-related, tax

and other services rendered by the independent registered public accounting firm to the Company or its subsidiaries.

Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements included in the Company’s Annual Report on Form 10-K

and review of the interim consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q,

and services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory filings or engagements.

Audit-Related Fees consist of fees billed for assurance and related services rendered that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.”

Tax Fees were billed for professional services including assistance with tax compliance and the preparation of tax returns, tax consultation services, assistance in connection with tax audits and tax advice related to mergers, acquisitions and dispositions.

The Audit Committee, or a designated member thereof, pre-approves

100% of all audit, audit-related, tax and other services rendered by the independent registered public accounting firm to the Company or its subsidiaries.

Exhibits and Financial Statement Schedules.

Financial Statements

Reference is made to

the Index to the Consolidated Financial Statements included in Item 8 of this report.

Reference is made to the Index to the Consolidated Financial Statements included in Item 8 of this report.

Financial Statement Schedules

4 unchanged sentences

Amended and Restated Certificate of Incorporation of Benitec Biopharma Inc.

(incorporated by reference to Exhibit 3.1 to the Registrants

Form 8-K filed on April 15, 2020)

(incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on April 15, 2020)

Amended and Restated Bylaws of Benitec Biopharma Inc.

2 unchanged sentences

(incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on April 15, 2020)

Form of Purchase Warrant (incorporated by reference to Exhibit 99.4 of the Current Report on Form

6-K of Benitec Biopharma Limited (File No.

Form of Purchase Warrant (incorporated by reference to Exhibit 99.4 of the Current Report on Form 6-K of Benitec Biopharma Limited (File No.

001-37518) furnished on September 30, 2019)

Description of Registrant’s Securities

Share Subscription Agreement, dated October

24, 2016, between Nant Capital, LLC and Benitec Biopharma Limited (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-3 of Benitec Biopharma Limited (File No.

Share Subscription Agreement, dated October 24, 2016, between Nant Capital, LLC and Benitec Biopharma Limited (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-3 of Benitec Biopharma Limited (File No.

333-218400) filed with the SEC on June 1, 2017)

Commercial Lease Agreement between Hayward Point Eden I Limited Partnership and Benitec Biopharma Limited (incorporated by reference to Exhibit

10.5 to the Registration Statement on Form F-1 of Benitec Biopharma Limited (File No.

Commercial Lease Agreement between Hayward Point Eden I Limited Partnership and Benitec Biopharma Limited (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form F-1 of Benitec Biopharma Limited (File No.

333-205135) filed with the SEC on June 22, 2015)

Employment agreement between Megan Boston and Benitec Biopharma Limited dated July

11, 2018 (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 of Benitec Biopharma Inc.

Employment agreement between Megan Boston and Benitec Biopharma Limited dated July 11, 2018 (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 of Benitec Biopharma Inc.

333-39267) filed with the SEC on August 14, 2020)

1 unchanged sentence

Banks and Tacere Therapeutics, Inc.

dated September

11, 2018 (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 of Benitec Biopharma Inc.

dated September 11, 2018 (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 of Benitec Biopharma Inc.

333-39267) filed with the SEC on August 14, 2020)

Research Collaboration Agreement, dated January

27, 2017, between Benitec Biopharma Limited and Nant Capital, LLC (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-3 filed with the SEC on June 1, 2017)

Form of Securities Purchase Agreement, dated September

30, 2019, between Benitec Biopharma Limited and the Purchasers (incorporated by reference to Exhibit 99.2 to Form 6-K of Benitec Biopharma Limited (File No.

Research Collaboration Agreement, dated January 27, 2017, between Benitec Biopharma Limited and Nant Capital, LLC (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-3 filed with the SEC on June 1, 2017)

Form of Securities Purchase Agreement, dated September 30, 2019, between Benitec Biopharma Limited and the Purchasers (incorporated by reference to Exhibit 99.2 to Form 6-K of Benitec Biopharma Limited (File No.

001-37518) filed with the SEC on September 30, 2019)

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K

filed on April 15, 2020)

Benitec Officers and Employees Share Option Plan (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form

S-8 of Benitec Biopharma Limited (File No.

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on April 15, 2020)

Benitec Officers’ and Employees’ Share Option Plan (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-8 of Benitec Biopharma Limited (File No.

333-209398) filed on February 3, 2016))

Form of Option Award Agreement under the Benitec Officers and Employees Share Option Plan (incorporated by reference to Exhibit 10.9

to the Registration Statement on Form S-1 of Benitec Biopharma Inc.

Form of Option Award Agreement under the Benitec Officers’ and Employees’ Share Option Plan (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 of Benitec Biopharma Inc.

333-39267) filed with the SEC on August 14, 2020)

Benitec Biopharma Inc.

2020 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 14, 2020)

Form of Evidence of Award of Option Right Pursuant to the Benitec Biopharma Inc.

2020 Equity Incentive and Compensation Plan (Executives) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K

filed on December 15, 2020)

Form of Evidence of Award of Option Right Pursuant to the Benitec Biopharma Inc.

2020 Equity Incentive and Compensation Plan (Non-Employee Directors) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K

filed on December 15, 2020)

List of significant subsidiaries

Consent of Baker Tilly US, LLP

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

5 unchanged sentences

Instance Document

XBRL Taxonomy Extension Schema Document**

XBRL Taxonomy Extension Calculation Linkbase Document**

XBRL Taxonomy Extension Definition Linkbase Document**

XBRL Taxonomy Extension Label Linkbase Document**

XBRL Taxonomy Extension Presentation Linkbase Document**

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Indicates a management contract or compensatory plan.

Filed or furnished herewith

Attached as Exhibit 101 to this Annual Report on Form 10-K are the

following materials, formatted in XBRL (eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets as of June 30, 2020 and 2019;

(ii) Consolidated Statements of Operations and Comprehensive Loss for the Years Ended

June 30, 2020 and 2019;

(iii) Consolidated Statements of Stockholders Equity for the Years Ended June 30, 2020 and 2019;

(iv) Consolidated Statements of Cash Flows for the Years Ended June 30, 2020 and 2019;

(vi) Notes to the Consolidated Financial Statements.

Financial Statements and Schedules of Subsidiaries and Affiliates

Form 10-K Summary.

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to

be signed on its behalf by the undersigned thereunto duly authorized, in the city of Hayward, State of California, on the 23rd day of September 2020.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Hayward, State of California, on the 20th day of September 2021.

BENITEC BIOPHARMA INC.

2 unchanged sentences

BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Dr.

Jerel Banks and Megan Boston his true and

lawful attorney-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any

and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S.

Securities and Exchange Commission, hereby

ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of

the registrant and in the capacities and on the dates indicated.

Jerel Banks and Megan Boston his true and lawful attorney-in-fact

and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this annual report on Form 10-K,

and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S.

Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact

or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer, Director

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures