Capital Change Notice – Issue of Employee Share Rights

Page 1 of 1
11 September 2019
Capital Change Notice

This notice is given under NZX Listing Rule 3.13.1 and relates to the unlisted Employee Share Rights to
acquire ordinary shares in the Company (‘ESRs’) issued under the Fisher & Paykel Healthcare Employee
Share Rights Plan (the ‘Employee Share Rights Plan’).

Section 1: issuer information
Name of issuer Fisher & Paykel Healthcare Corporation Limited
NZX ticker code FPH
Class of Financial Product
Unlisted ESRs to acquire ordinary shares in the Company
issued under the Employee Share Rights Plan
ISIN Not applicable
Section 2: capital change details
Number issued 127,713
Nominal value (if any) There is no nominal value for the ESRs
Issue price No amount is payable for the grant of ESRs. One ESR will
convert into one ordinary share at no cost after three
years, provided the recipient remains an employee.
Nature of the payment Not applicable
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued
127,713 ESRs to acquire ordinary shares represent
approximately 0.02225% of the ordinary shares on issue
For an issue of Convertible Financial Products
or Options, the principal terms of Conversion
Not applicable
Reason for issue and specific authority for issue
Issue of ESRs under the Employee Share Rights Plan to
incentivise selected employees to grow the share price of
the Company and to attract, motivate and retain key
employees
Total number of Financial Products of the Class
after the issue (excluding Treasury Stock) and
the total number of Financial Products of the
Class held as Treasury Stock after the issue.
248,784 ESRs
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
Not applicable
Specific authority for the issue Directors’ resolution dated 28 August 2019
Terms or details of the issue The ESRs will be issued on the terms of the ESR Plan in
the form approved by the Board
Date of issue 11/09/2019
Section 3: authority for this announcement
Name of person authorised to make this
announcement
Marcus Driller
Contact phone number +64 9 574 0110
Contact email address marcus.driller@fphcare.co.nz
Date of release via MAP 11 September 2019

---

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05,
01/08/12, 04/03/13


Name of entity
Fisher & Paykel Healthcare Corporation Limited

ABN
098 026 281


We (the entity) give ASX the following information.


Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

1
+
Class of
+
securities issued or to
be issued

Employee Share Rights (ESRs)


2 Number of
+
securities issued or
to be issued (if known) or
maximum number which may be
issued

127,713


3 Principal terms of the
+
securities
(e .g. if options, exercise price and
expiry date; if partly paid
+
securities, the amount
outstanding and due dates for
payment; if
+
convertible
securities, the conversion price
and dates for conversion)
No amount is payable for the grant of ESRs

One ESR will convert into one ordinary share at no
cost after three years, provided the recipient
remains an employee

4 Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do
not rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
• the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment
No





• When ESR vests
• When ESR vests



• No, will rank equally from vesting


5 Issue price or consideration

Nil


6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)






Issued to selected employees under the Fisher &
Paykel Healthcare Employee Share Rights Plan




6a Is the entity an
+
eligible entity
that has obtained security holder
approval under rule 7.1A?

If Yes, complete sections 6b – 6h
in relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
No


6b The date the security holder
resolution under rule 7.1A was
passed



6c Number of
+
securities issued
without security holder approval
under rule 7.1



6d Number of
+
securities issued
with security holder approval
under rule 7.1A

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3
6e Number of
+
securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)




6f Number of
+
securities issued
under an exception in rule 7.2



6g If
+
securities issued under rule
7.1A, was issue price at least
75% of 15 day VWAP as
calculated under rule 7.1A.3?
Include the
+
issue date and both
values. Include the source of the
VWAP calculation.



6h If
+
securities were issued under
rule 7.1A for non-cash
consideration, state da
te on
which valuation of consideration
was
released to ASX Market
Announcements



6i Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements



7
+
Issue dates
Note: The issue date may be prescribed by ASX
(r efer to the definition of issue date in rule
19.12). For example, the issue date for a pro
rata entitlement issue must comply with the
applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
11 September 2019




Number
+
Class
8 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in
section 2 if applicable)



573,995,023 Ordinary Shares

Part 2 - Pro rata issue

9 Number and +class of all
+securities not quoted on
ASX (including the
securities in clause 2 if
applicable

Number Class


NEW 127,713 ESRs expiring 11 September
2024, exercise price NZDnil


FPHAY 121,071 ESRs expiring 13 September
2021, exercise price NZDnil


NEW 257,701 PSRs expiring 11 September
2024, exercise price NZDnil


FPHAW 210,623 PSRs expiring 13 September
2023, exercise price NZDnil


FPHAT 389,201 PSRs expiring 5 September
2022, exercise price NZDnil

FPHAJ 358,965 PSRs expiring 6 September
2021, exercise price NZDnil

NEW 815,732 Options expiring 11 September
2024, exercise price NZD17.21

FPHAX 650,792 Options expiring 13 September
2023, exercise price NZD14.91

FPHAV 30,565 Options expiring 7 September
2022, exercise price NZD11.81

FPHAU 1,038,436 Options expiring 5 September
2022, exercise price NZD11.81

FPHAB 1,080,713 Options expiring 6 September
2021, exercise price NZD9.82

FPHAI 28,910 Options expiring 11 September
2020, exercise price NZD7.23


FPHAG 568,700 Options expiring 8 September
2020, exercise price NZD7.23


10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
No change
11 Is security holder approval
required?




12 Is the issue renounceable or non-
renounceable?



13 Ratio in which the
+
securities will
be offered



14
+
Class of
+
securities to which the
offer relates




15
+
Record date to determine
entitlements

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5
16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?



17 Policy for deciding entitlements in
relation to fractions




18 Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.



19 Closing date for receipt of
acceptances or renunciations

+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013

20 Names of any underwriters





21 Amount of any underwriting fee
or commission



22 Names of any brokers to the issue





23 Fee or commission payable to the
broker to the issue



24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders



25 If the issue is contingent on
security holders’ approval, the
date of the meeting



26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled



27 If the entity has issued options,
and the terms entitle option
holders to participate on exercise,
the date on which notices will be
sent to option holders



28 Date rights trading will begin (if
applicable)



29 Date rights trading will end (if
applicable)





30 How do security holders sell their
entitlements in full through a
broker?



31 How do security holders sell part
of their entitlements through a
broker and accept for the
balance?

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7

32 How do security holders dispose
of their entitlements (except by
sale through a broker)?



33
+
Issue date





Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

34 Type of
+
securities
(tick one)

(a)

+
Securities described in Part 1


(b)

All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities


Tick to indicate you are providing the information or
documents


35

If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities
held by those holders


36

If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over


37

A copy of any trust deed for the additional
+
securities

+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013

Entities that have ticked box 34(b)

38 Number of
+
securities for which
+
quotation is sought





39
+
Class of
+
securities for which
quotation is sought




40 Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
pa
rticipate for the next
dividend, (in the case of a trust,
distribution) or interest
payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest
payment



41 Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period

(if issued upon conversion of
another
+
security, clearly identify
that other
+
security)





Number
+
Class
42 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in clause
38)

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9


Quotation agreement

1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX
may quote the
+
securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the
+
securities to be quoted complies with the law and is
not for an illegal purpose.

• There is no reason why those
+
securities should not be granted
+
quotation.

• An offer of the
+
securities for sale within 12 months after their issue
will not require disclosure under section 707(3) or section 1012C(6) of
the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able
to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to
any applications received by us in relation to any
+
securities to be
quoted and that no-one has any right to return any
+
securities to be
quoted under sections 737, 738 or 1016F of the Corporations Act at the
time that we request that the
+
securities be quoted.

• If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Act at
the time that we request that the
+
securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.

4 We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on the
information and documents. We warrant that they are (will be) true and
complete.


Sign here: ................................................ Date: 11 September 2019
Company Secretary

Print name: Marcus Driller

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