Capital Change Notice

Template
Capital Change Notice
Updated as at 28 January 2019
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[NOTE: This form is required by Rule 3.13.1. It must be completed by an Issuer and released through MAP no later
than one business day after:

 an issue of Quoted Financial Products (which includes issue on Conversion) or issue of Financial Products
Convertible into Quoted Equity Securities or Options to acquire Quoted Equity Securities; or
 a redemption or acquisition of Quoted Financial Products

This form must be attributed to an authorised representative of the Issuer. All cash amounts must be expressed to 6
decimal places. Cash amounts should be expressed in one of the following currencies: NZD, AUD, CAD, EUR, GBP
or USD. If an Issuer of Fund Securities is a Continuous Issuer, the Issuer may instead use this form to announce
issues, acquisitions or redemptions of Fund Securities on a consistent monthly basis (for example, by announcing the
issues on the first Business Day, or second Friday, of each month) as per 3.13.2. Issuers may delete this instructional
block when using this template to create their announcements.]

1
[The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion. You may delete this
footnote when you release this form to market]
Section 1: issuer information
Name of issuer AWF Madison Group Limited
NZX ticker code AWF
Class of Financial Product Options to acquire ordinary shares
ISIN Not applicable
Section 2: capital change details
Number issued/acquired/redeemed/ The CEO will have an option to acquire a maximum
of 450,000 ordinary shares
Nominal value (if any) Not applicable
Issue/acquisition/redemption/ price No consideration is payable for the issue of the share
rights
Nature of the payment (for example,
cash or other consideration)
Not applicable
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial
Products issued/acquired/redeemed/
(calculated on the number of Financial
Products of the Class, excluding any
Treasury Stock, in existence)
1

If the option to acquire the maximum number of
ordinary shares is exercised, 1.35% of the ordinary
shares in AWF Madison Group Limited (based on the
number of ordinary shares on issue as at the date of
this notice)
For an issue of Convertible Financial
Products or Options, the principal terms
of Conversion (for example the
Conversion price and Conversion date
and the ranking of the Financial Product
in relation to other Classes of Financial
Product) or the Option (for example, the
exercise price and exercise date)
The CEO may exercise the option to acquire ordinary
shares at least 30 days post the release of AWF's
results for the financial year ending 2020 and before
31 December 2020. The option will only be able to
be exercised if the share price of AWF shares
reaches $2 per share and the CEO remains an
employee of AWF until 31 March 2020. The exercise
price for the option is nil.
Reason for issue/acquisition/redemption
and specific authority for
issue/acquisition/redemption (the
reason for change must be identified
Issue of option pursuant to the AWF Madison Group
Limited CEO Incentive Plan, as authorised by the
board of AWF.

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here)
Total number of Financial Products of
the Class after the
issue/acquisition/redemption/Conversio
n (excluding Treasury Stock) and the
total number of Financial Products of
the Class held as Treasury Stock after
the issue/acquisition/redemption.
Based on the number of ordinary shares in AWF
(33,423,399); and Restricted shares issued to
employees under the 2014, 2016 and 2018
Restricted Share Schemes respectively, as at the
date of this notice and the maximum number of
shares being issued to the CEO, the number of
shares will be 34,632,399
In the case of an acquisition of shares,
whether those shares are to be held as
treasury stock
No
Specific authority for the issue,
acquisition, or redemption, including a
reference to the rule pursuant to which
the issue, acquisition, or redemption is
made
AWF Madison Group Limited CEO Incentive Plan
rules and directors' resolution for the purposes of
Rule 4.6.1, dated 9 May 2019.
Terms or details of the issue,
acquisition, or redemption (for example:
restrictions, escrow arrangements)
See 'Principal terms of Conversion' above. The
number of shares that will be issued to the CEO
depends on the price of the AWF shares at the time
that the option is exercised by the CEO.
Date of issue/acquisition/redemption 9 May 2019
Section 3: authority for this announcement
Name of person authorised to make this
announcement
David Lazarus
Contact phone number +64 9 526 8775
Contact email address david.lazarus@awfmadison.co.nz
Date of release via MAP 9 May 2019