Red Bubble Annual Report 2022

Directors’ interests in shares and options Name Shareholdings Options outstanding Anne Ward 220,000 50,714 Martin Hosking 40,000,000 - Ben Heap 200,000 - Greg Lockwood 6,465,131 - Jenny Macdonald 223,048 - Total interests 47,108,179 50,714 Retirement, election, continuation in office of Directors Under the Company’s constitution, Directors cannot serve beyond three years or the third AGM after their appointment, whichever is longer, without submitting for re-election by the Company. A retiring Director is eligible for re-election without needing to give any prior notice of an intention to submit for re-election and holds office as a Director (subject to re-election) until the end of the general meeting at which the Director retires. Company Secretaries RB Group’s Company Secretaries are Ms Corina Davis (based in the US) and Mr Martin Bede (based in Australia). Ms Corina Davis, Executive Vice President – Business Development, Chief Legal Officer and Company Secretary Corina Davis joined Redbubble in 2012 and oversees the company’s legal function. Her experience is set out on page 29. Mr Martin Bede, Company Secretary (Australia) Martin Bede joined Redbubble in August 2021 and is a lawyer with experience in private practice and in-house legal roles. He holds Bachelor of Laws and Bachelor of Commerce degrees from the University of Melbourne, a Graduate Diploma in Applied Corporate Governance from the Governance Institute of Australia (GIA) and is a fellow of the GIA. Details of share options and performance rights for Directors and Executives Below are details of options, share appreciation rights and performance rights in respect of ordinary shares in the Company granted to Directors or any of the 5 most highly remunerated officers of the Company (other than the Directors) during and since the end of the 2022 financial year. For FY2022, Board fees are paid entirely in cash and no equity has been granted to the Directors. Name Number of options/ restricted stock units granted Number of ordinary shares granted under options/ restricted stock units Number of share appreciation rights granted Michael Ilczynski 574,812 574,812 306,654 Emma Clark 101,614 101,614 177,668 Corina Davis 39,890 39,890 149,434 Stacey Wallace 580,067 580,067 146,042 Adam Schwartz 146,158 146,158 - Total granted 1,442,541 1,442,541 779,798 The following table shows the total numbers of ordinary shares in the Company subject to options, share appreciation rights or performance rights as at the date of this Report: Type of Equity Security Number Outstanding Last Expiry Date Share Options 4,731,315 01-December-2030 Share Appreciation Rights(1) 5,658,416 01-June-2028 Restricted Stock Units(2) 1,901,999 Total 12,291,730 (1) S hare Appreciation Rights (SARs) entitle the holder to equity equal to the appreciation of the Group’s share price over a defined period. There is not a 1 to 1 relationship with the number of SARs on issue and the number of shares that will be issued upon exercise. (2) R estricted Stock Units (RSUs) granted do not have an expiry date. Ordinarily these vest and are settled according to a participants’ vesting schedule, and any outstanding restricted stock units are otherwise forfeited when a participant no longer satisfies the service conditions in their agreement. Holders of options or performance rights do not, by virtue of their holdings, have any pre-emptive right to participate in any share issue of the Company or any related body corporate. The Financial Report contains details of the total number of ordinary shares in the Company issued following exercise of options and vesting of performance rights during the 2022 financial year. The following table shows the total number of ordinary shares in the Company issued following exercise of options and vesting of performance rights since the end of the 2022 financial year, to the date of this Report: Number Exercise price paid $ Settlement of vested restricted stock units 33,241 - Exercise of options 118,231 4,411 Total 151,472 4,411 No amounts remain unpaid in respect of the shares issued, as outlined above. Indemnification and insurance of officers The Company has entered into Deeds of Indemnity with all its Directors in accordance with the Company’s constitution. During the 2022 financial year, the Company paid a premium to insure the Directors, Officers and Managers of RB Group entities. The insurance contract requires that the amount of the premium paid is confidential. Proceedings against entities within the Group Although the Group is strictly a service provider that does not sell or manufacture the products sold on the Redbubble and TeePublic marketplaces, it periodically receives notices alleging infringement of third party copyright, trade marks, other intellectual property rights or publicity rights via the marketplaces or for breach of consumer protection laws. This is not uncommon for marketplaces that host user generated content, nor is it uncommon within the USA business environment where the majority of such claims arise. As at the date of these financial statements there are current lawsuits filed against entities within RB Group that relate to alleged intellectual property infringement and/or breach of consumer laws. There is no certainty around the amount or timing of any outflow (or inflow from related insurance recoveries) should any of the actions ultimately be successful (at first instance or on appeal, as applicable). RB Group does not currently consider that any of the current proceedings are likely to have a material adverse effect on the business or financial position of the Group. RB Group is not aware of any other current or material threats of civil litigation proceedings, arbitration proceedings, administration appeals, or criminal or governmental prosecutions in which entities within the Group are directly or indirectly concerned. CEO and CFO declaration The CEO and CFO have provided a written statement to the Board in accordance with Section 295A of the Corporations Act. With regard to the financial records and systems of risk management and internal compliance in this written statement, the Board received assurance from the CEO and CFO that the declaration was founded on a sound system of risk management and internal control, and that the system was operating effectively in all material aspects in relation to the reporting of financial risks. Directors Report continued 37 Redbubble – Annual Report 2022 36 Redbubble – Annual Report 2022