Notification of Performance Rights

BRISCOE
GROUP LIMITED
Briscoe Group Limited
36 Taylors Road, Mt Albert, Auckland 1025, New Zealand. PO Box 884, Shortland Street, Auckland 1140.Phone:+649 815 3737 Fax:+64 9 815 3738 www.briscoegroup.co.nz
NZX Main Board and Debt Market - Notice pursuant to Listing Rule 7.12.1Notification of Performance Rights
(a) Class of Security and ISIN:
(b) Number issued, acquired or redeemed:(c) Nominal value and issue price, acquisition
price or redemption price:
(d) Whether payment was in cash:
(e) Any amount paid up:(f) Principal terms of the Securities (other than for
Quoted Securities), for example, the exercise
price and exercise date in respect of an Option,
or the conversion price and conversion date in
respect of Convertible Securities or the ranking
of the Securities in relation to other Classes ofSecurities:
Issue of performance rights, representing
an entitlement to acquire ordinary shares
(Performance Rights) pursuant to the
Briscoe Group Senior Executive IncentivePlan (the Plan)
ISIN: Not applicable - the Performance
Rights will not be listed on the NZX MainBoard or the ASX
104,167 Performance Rights
Performance Rights issued for nil
consideration
NilNil
Each Performance Right granted under
the Plan entitles the holder to receive onefully paid ordinary share In Briscoe Group
Limited (BGP)
' 50% of the conversion of the
Performance Rights to ordinary shares is
subject to a Total Shareholder Return
(TSR) growth performance for the three-
year period ending on the announcement
of BGP's 2021-22 full year result andconvert on a sliding scale proportionate
to the TSR growth performance
• 50% of the conversion of the
Performance Rights to ordinary shares is
subject to an Earnings Per Share (EPS)growth hurdle for the three-year periodending 30 January 2022 and convert on asliding scale proportionate to the EPSgrowth performance
' Performance Rights will lapse where the
performance conditions are not met
• Performance Rights will lapse where the
holder ceases to be employed by BGPbefore the end of the performance period
' There is no amount payable by holders
either on grant of the Performance Rightsor conversion of the Performance Rights
to ordinary shares Proud supporters of
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(g) Percentage of the total Class of Securities
issued, acquired or redeemed:
(h) Reason for the issue, acquisition or
redemption:
(i) Specific authority for the issue, acquisition or
redemption:
(j) Terms or details of the issue, acquisition or
redemption:
(k) Total number of Securities of the Class in
existence after the issue, acquisition or
redemption:
(I) In the case of an acquisition of shares by an
Issuer which is a company registered under theCompanies Act 1993, whether those shares
are to be held as Treasury Stock:
(m) Dates of issue, acquisition or redemption:
49.6% of Performance Rights on issue
giving rights in respect of shares equal to0.0469% of the total ordinary shares on
issue
The grant of Performance Rights is part ofa programme for the provision of
performance-based remuneration designed
to incentivise selected key executives of
the Company.
Board resolution dated 20 June 2019
See (f) above
105,780 Performance Rights issued 15
April 2019
104,167 Performance Rights issued 26
June 2018209,947 Total Performance Rights
N/A
26 June 2019
Geoff ScowcroftChief Financial Officer
Briscoe Group Limited