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Notice of Change in Issued Securities – Issue of Options

Capital Change17 August 2018PEBHealthcare

NOTICE OF CHANGE IN ISSUED SECURITIES – ISSUE OF OPTIONS TO ACQUIRE
ORDINARY SHARES

Pursuant to Listing Rule 7.3.6 and Listing Rule 7.12.1

Company: Pacific Edge Limited ISIN NZPEBE0002S1

Date: 16 August 2018

Date of Issue: 16 August 2018

Issued Capital Prior To Issue (Previous Issued Capital – Listed): 474,517,139

(1) The following options issued to certain employees of the Company and its subsidiaries

(Option Holders) to acquire up to:

a. 82,500 Ordinary Shares in the Company to vest over a period of 3 years (A

Incentive Options); and

b. 70,000 Ordinary Shares in the Company to vest over a period of 3 years (B

Incentive Options),

on issue and otherwise on the Terms of Issue set out below (together referred to as the

Options).

Issued Capital Subsequent To Issue (Total Issued Capital): 474,517,139

Classes of Security Issued:

(1) Options to acquire Ordinary Shares.

Issue Price:

(1) For both the A Incentive Options and the B Incentive Options, an issue price of

NZD$0.28 per share payable in cash on the issue of Ordinary Shares to the relevant

option holder pursuant to the exercise of their Options.

Percentage Issued: N/A

Terms of Issue:

A Incentive Options

c. Subject to the continuous employment of the relevant Option Holder with either

the Company or a subsidiary of the Company, one third of the A Incentive ptions

available to the relevant Option Holder will vest in the Option Holder each year,

on the first three anniversaries of their Date of Employment/Effective Date as

recorded in the Schedule of the relevant Option Agreement. If the Option

Holder's employment ceases then they will receive a fractional entitlement based

on their length of service during the relevant year.

d. Consideration of NZD$0.28 per share is payable in cash on the exercise of any

of the A Incentive Options.

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c. Any shares issued pursuant to the A Incentive Options will rank pari passu with

existing ordinary shares in the Company.

B Incentive Options

e. Subject to the continuous employment of the relevant Option Holder with either

the Company or a subsidiary of the Company, one third of the B Incentive

Options available to the relevant Option Holder will vest in the Option Holder

each year, on the first three anniversaries of their Date of Employment/Effective

Date as recorded in the Schedule of the relevant Option Agreement. If the Option

Holder's employment ceases (other than by reason of death or disability) they

will receive a fractional entitlement based on their length of service during the

relevant year. If the Option Holder dies or ceases employment with the Company

or a subsidiary of the Company due to disability then all of the B Incentive

Options that have not yet vested will immediately vest in the Option Holder as at

the date of death or disability.

f. The B Incentive Options will vest upon their issue and may be exercised within a

period of ten years from the date of issue.

g. Consideration of NZD$0.28 per share is payable in cash on the exercise of any

of the B Incentive Options.

Reason: Pursuant to sections 42 and 49 of the Companies Act 1993 and Listing Rule 7.3.5.


Chris Gallaher

Chairman

Pacific Edge Limited


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