Capital Change Notice – Employee Share Plan
Capital Change Notice
Section 1: Issuer information
Name of issuer EBOS Group Limited
NZX ticker code EBO
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZEBOE0001S6
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 4262 fully paid ordinary shares
issued
Nominal value (if any) N/A
Issue/acquisition/redemption price per security NZ$22.18
Nature of the payment (for example, cash or other
consideration)
Contributions under EBOS
Employee Share Plan
Amount paid up (if not in full) N/A
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
0.00261718%
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)
N/A
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Issue of ordinary shares to
participants in EBOS
Employee Share Plan
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
162,851,135
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Directors’ resolution
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
Issue of 4262 ordinary shares
pursuant to the terms of the
EBOS Employee Share Plan
Date of issue/acquisition/redemption
2
16 April 2020
1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.
2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).
Section 3: Authority for this announcement and contact person
Name of person
authorised to make this announcement Janelle Cain
Contact person for this announcement Janelle Cain
Contact phone number +61 3 9918 5555
Contact email address janelle.cain@ebosgroup.com
Date of release through MAP
16 April 2020
---
This appendix is not available as an online form
Please fill in and submit as a PDF announcement +Rule 2.7
+ See chapter 19 for defined terms
31 January 2020 Page 1
Appendix 2A
Application for quotation of +securities
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.
If you are an entity incorporated outside Australia and you are seeking quotation of a new class of
+securities other than CDIs, you will need to obtain and provide an International Securities
Identification Number (ISIN) for that class. Further information on the requirement for the notification of
an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-
Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity here named) apply for
+quotation of the following +securities and
agree to the matters set out in
Appendix 2A of the ASX Listing Rules.
1
EBOS Group Limited
1.2 *Registration type and number
Please supply your ABN, ARSN, ARBN, ACN or
another registration type and number (if you supply
another registration type, please specify both the type
of registration and the registration number).
ARBN 166 840 973
1.3 *ASX issuer code EBO
1.4 *This announcement is
Tick whichever is applicable.
☒ A new announcement
☐ An update/amendment to a previous
announcement
☐ A cancellation of a previous
announcement
1.4a *Reason for update
Mandatory only if “Update” ticked in Q1.4 above. A
reason must be provided for an update.
1.4b *Date of previous announcement to this
update
Mandatory only if “Update” ticked in Q1.4 above.
1.4c *Reason for cancellation
Mandatory only if “Cancellation” ticked in Q1.4 above.
1.4d *Date of previous announcement to this
cancellation
Mandatory only if “Cancellation” ticked in Q1.4 above.
1
Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue
will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been
issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX
under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see
ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult your legal adviser.
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 2
1.5 *Date of this announcement 16 April 2020
Part 2 – Type of issue
Question
No.
Question Answer
2.1 *The +securities to be quoted are:
Select whichever item is applicable.
If you wish to apply for quotation of different types of
issues of securities, please complete a separate
Appendix 2A for each type of issue.
☐ Being issued as part of a transaction or
transactions previously announced to
the market in an Appendix 3B
☐ Being issued under a +dividend or
distribution plan
☐ Being issued as a result of options being
exercised or other +convertible
securities being converted
☐ Unquoted partly paid +securities that
have been paid up and are now quoted
fully paid +securities
☐ +Restricted securities where the escrow
period has expired or is about to expire
☐ +Securities previously issued under an
+employee incentive scheme where the
restrictions on transfer have ceased or
are about to cease
☒ +Securities issued under an +employee
incentive scheme that are not subject to
a restriction on transfer or that are to be
quoted notwithstanding there is a
restriction on transfer
☐ Other
2.2a.1 *Date of Appendix 3B notifying the market
of the proposed issue of +securities for
which quotation is now being sought
Answer this question if your response to Q2.1 is “Being
issued as part of a transaction or transactions
previously announced to the market in an Appendix
3B”
N/A
2.2a.2
*Are there any further issues of +securities
yet to take place to complete the
transaction(s) referred to in the
Appendix 3B?
Answer this question if your response to Q2.1 is “Being
issued as part of a transaction or transactions
previously announced to the market in an Appendix
3B”.
N/A
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 3
2.2a.2.1 *Please provide details of the further issues
of +securities yet to take place to complete
the transaction(s) referred to in the
Appendix 3B
Answer this question if your response to Q2.1 is “Being
issued as part of a transaction or transactions
previously announced to the market in an Appendix
3B” and your response to Q2.2a.2 is “Yes”.
Please provide details of the proposed dates and
number of securities for the further issues. This may
be the case, for example, if the Appendix 3B related to
an accelerated pro rata offer with an institutional
component being quoted on one date and a retail
component being quoted on a later date.
N/A
2.2b.1 *Date of Appendix 3A.1 lodged with ASX in
relation to the underlying +dividend or
distribution
Answer this question if your response to Q2.1 is “Being
issued under a dividend or distribution plan”.
N/A
2.2b.2 *Does the +dividend or distribution plan
meet the requirement of listing rule 7.2
exception 4 that it does not impose a limit
on participation?
Answer this question if your response to Q2.1 is “Being
issued under a dividend or distribution plan”.
Note: Exception 4 only applies where security holders
are able to elect to receive all of their dividend or
distribution as securities. For example, Exception 4
would not apply in the following circumstances: 1) The
entity has specified a dollar limit on the level of
participation e.g. security holders can only participate
to a maximum value of $x in respect of their
entitlement, or 2) The entity has specified a maximum
number of securities that can participate in the plan
e.g. security holders can only receive securities in lieu
of dividend payable for x number of securities.
N/A
2.2c.1 Please state the number and type of
options that were exercised or other
+convertible securities that were converted
(including their ASX security code)
Answer this question if your response to Q2.1 is “Being
issued as a result of options being exercised or other
convertible securities being converted”.
N/A
2.2c.2
And the date the options were exercised or
other +convertible securities were
converted
Answer this question if your response to Q2.1 is “Being
issued as a result of options being exercised or other
convertible securities being converted”.
Note: If this occurred over a range of dates, enter the
date the last of the options was exercised or
convertible securities was converted.
N/A
2.2d.1 Please state the number and type of partly
paid +securities (including their ASX
security code) that were fully paid up
Answer this question if your response to Q2.1 is
“Unquoted partly paid securities that have been paid
up and are now quoted fully paid securities”.
N/A
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 4
2.2d.2
And the date the
+
securities were fully paid
up
Answer this question if your response to Q2.1 is
“Unquoted partly paid securities that have been paid
up and are now quoted fully paid securities”.
Note: If this occurred over a range of dates, enter the
date the last of the securities was fully paid up.
N/A
2.2e.1
Please state the number and type of
+restricted securities (including their ASX
security code) where the escrow period has
expired or is about to expire
Answer this question if your response to Q2.1 is
“Restricted securities where the escrow period has
expired or is about to expire”.
N/A
2.2e.2 And the date the escrow restrictions have
ceased or will cease
Answer this question if your response to Q2.1 is
“Restricted securities where the escrow period has
expired or is about to expire”.
Note: If this occurred over a range of dates, enter the
date the last of the escrow restrictions has ceased or
will cease.
N/A
2.2f.1 Please state the number and type of
+securities (including their ASX security
code) previously issued under the
+employee incentive scheme where the
restrictions on transfer have ceased or are
about to cease
Answer this question if your response to Q2.1 is
“Securities previously issued under an employee
incentive scheme where the restrictions on transfer
have ceased or are about to cease”.
Nil
2.2f.2
And the date the restrictions on transfer
have ceased or will cease:
Answer this question if your response to Q2.1 is
“Securities previously issued under an employee
incentive scheme where the restrictions on transfer
have ceased or are about to cease”.
Note: If this occurred over a range of dates, enter the
date the last of the restrictions on transfer has ceased
or will cease.
Restrictions on transfer cease on the date
that is the earlier of (i) three years from the
date of issue and (ii) the date the
participant ceases to be an employee.
2.2g.1 Please state the number and type of
+securities (including their ASX security
code) issued under an +employee incentive
scheme that are not subject to a restriction
on transfer or that are to be quoted
notwithstanding there is a restriction on
transfer
Answer this question if your response to Q2.1 is
“Securities issued under an employee incentive
scheme that are not subject to a restriction on transfer
or that are to be quoted notwithstanding there is a
restriction on transfer”.
EBO - 4262 ordinary shares
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 5
2.2g.2 *Please attach a document or provide
details of a URL link for a document lodged
with ASX detailing the terms of the
+employee incentive scheme or a summary
of the terms.
Answer this question if your response to Q2.1 is
“Securities issued under an employee incentive
scheme that are not subject to a restriction on transfer
or that are to be quoted notwithstanding there is a
restriction on transfer”.
Please see attached.
2.2g.3
*Are any of these +securities being issued
to +key management personnel (KMP) or
an +associate
Answer this question if your response to Q2.1 is
“Securities issued under an employee incentive
scheme that are not subject to a restriction on transfer
or that are to be quoted notwithstanding there is a
restriction on transfer”.
No
2.2g.3.a *Provide details of the recipients and the number of +securities issued to each of them.
Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are
not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”
and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If
the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered
holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of
registered holder”.
Name of KMP Name of registered holder Number of +securities
2.2h.1
*The purpose(s) for which the entity is
issuing the +securities is:
Answer this question if your response to Q2.1 is
“Other”.
You may select one or more of the items in the list.
☐ To raise additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered
[provide details below]
☐ Other [provide details below]
Additional details:
N/A
2.2h.2
*Please provide any further information
needed to understand the circumstances in
which you are applying to have these
+securities quoted on ASX, including (if
applicable) why the issue of the +securities
has not been previously announced to the
market in an Appendix 3B
You must answer this question if your response to
Q2.1 is “Other”. If there is no other information to
provide, please answer “Not applicable” or “N/A”.
N/A
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 6
2.2i *Are these +securities being offered under
a +disclosure document or +PDS?
Answer this question if your response to Q2.1 is any
option other than “Being issued as part of a transaction
or transactions previously announced to the market in
an Appendix 3B”.
N/A
2.2i.1 *Date of +disclosure document or +PDS?
Answer this question if your response to Q2.1 is any
option other than “Being issued as part of a transaction
or transactions previously announced to the market in
an Appendix 3B” and your response to Q2.2i is “Yes”.
Under the Corporations Act, the entity must apply for
quotation of the securities within 7 days of the date of
the disclosure document or PDS.
N/A
2.3 *The +securities to be quoted are:
Tick whichever is applicable
☒ Additional +securities in a class that is
already quoted on ASX ("existing
class")
☐ New +securities in a class that is not yet
quoted on ASX ("new class")
Part 3A – number and type of +securities to be quoted (existing class or
new class) where issue has previously been notified to ASX in
an Appendix 3B
Answer the questions in this Part if your response to Q2.1 is “Being issued as part of a transaction or transactions previously
announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.
Question
No.
Question Answer
3A.1 *ASX security code & description N/A
3A.2 *Number of +securities to be quoted N/A
Part 3B – number and type of +securities to be quoted (existing class)
where issue has not previously been notified to ASX in an
Appendix 3B
Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or
transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class”.
Question
No.
Question Answer
3B.1 *ASX security code & description EBO ordinary shares
3B.2 *Number of +securities to be quoted 4262 ordinary shares
3B.3a *Will the +securities to be quoted rank
equally in all respects from their issue date
with the existing issued +securities in that
class?
Yes
3B.3b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q3B.3a is
“No”.
N/A
3B.3c *Provide the actual non-ranking end date
Answer this question if your response to Q3B.3a is
“No” and your response to Q3B.3b is “Yes”.
N/A
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 7
3B.3d *Provide the estimated non-ranking end
period
Answer this question if your response to Q3B.3a is
“No” and your response to Q3B.3b is “No”.
N/A
3B.3e *Please state the extent to which the
+securities do not rank equally:
in relation to the next dividend,
distribution or interest payment; or
for any other reason
Answer this question if your response to Q3B.3a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment; or they
may not be entitled to participate in some other event,
such as an entitlement issue.
N/A
Part 3C – number and type of +securities to be quoted (new class)
where issue has not previously been notified to ASX in an
Appendix 3B
Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or
transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “new class”.
Question
No.
Question Answer
3C.1 *Security description N/A
3C.2 *Security type
Select one item from the list that best describes the
securities the subject of this form. This will determine
more detailed questions to be asked about the security
later in this section. Select “ordinary fully or partly paid
shares/units” for stapled securities or CDIs. For
interest rate securities, please select the appropriate
choice from either “Convertible debt securities” or
“Non-convertible debt securities”. Select “Other” for
performance shares/units and performance
options/rights or if the selections available in the list do
not appropriately describe the security being issued.
☐ Ordinary fully or partly paid shares/units
☐ Options
☐ +Convertible debt securities
☐ Non-convertible +debt securities
☐ Redeemable preference shares/units
☐ Other
3C.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are seeking quotation of a
new class of securities other than CDIs. See also the
note at the top of this form.
N/A
3C.4 *Number of +securities to be quoted N/A
3C.5a *Will all the +securities issued in this class
rank equally in all respects from the issue
date?
N/A
3C.5b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q3C.5a is
“No”.
N/A
3C.5c *Provide the actual non-ranking end date
Answer this question if your response to Q3C.5a is
“No” and your response to Q3C.5b is “Yes”.
N/A
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 8
3C.5d *Provide the estimated non-ranking end
period
Answer this question if your response to Q3C.5a is
“No” and your response to Q3C.5b is “No”.
N/A
3C.5e *Please state the extent to which the
+securities do not rank equally:
in relation to the next dividend,
distribution or interest payment; or
for any other reason
Answer this question if your response to Q3C.5a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment; or they
may not be entitled to participate in some other event,
such as an entitlement issue.
N/A
3C.6 Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities to
be quoted
You may cross-reference a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released to the ASX Market Announcements
Platform.
N/A
3C.7 *Have you received confirmation from ASX
that the terms of the +securities are
appropriate and equitable under listing rule
6.1?
Answer this question only if you are an ASX Listing.
(ASX Foreign Exempt Listings and ASX Debt Listings
do not have to answer this question).
If your response is “No” and the securities have any
unusual terms, you should approach ASX as soon as
possible for confirmation under listing rule 6.1 that the
terms are appropriate and equitable.
N/A
3C.8 *Provide a distribution schedule for the new +securities according to the categories set out
in the left hand column – including the number of recipients and the total percentage of the
new +securities held by the recipients in each category.
Number of +securities held Number of holders Total percentage of
+securities held
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not
have to answer this question) and the securities to be quoted have already been issued.
Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to
ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new
+securities received by each of those recipients, and a distribution schedule for the securities when they are
issued.
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 9
3C.9a
Ordinary fully or partly paid shares/units details
Answer the questions in this section if you selected this security type in your response to Question 3C.2.
*+Security currency
This is the currency in which the face amount of an
issue is denominated. It will also typically be the
currency in which distributions are declared.
N/A
*Will there be CDIs issued over the
+securities?
N/A
*CDI ratio
Answer this question if you answered “Yes” to the
previous question. This is the ratio at which CDIs can
be transmuted into the underlying security (e.g. 4:1
means 4 CDIs represent 1 underlying security
whereas 1:4 means 1 CDI represents 4 underlying
securities).
N/A
*Is it a partly paid class of +security? N/A
*Paid up amount: unpaid amount
Answer this question if answered “Yes” to the
previous question.
The paid up amount represents the amount of
application money and/or calls which have been paid
on any security considered ‘partly paid’
The unpaid amount represents the unpaid or yet to
be called amount on any security considered ‘partly
paid’.
The amounts should be provided per the security
currency (e.g. if the security currency is AUD, then
the paid up and unpaid amount per security in AUD).
N/A
*Is it a stapled +security?
This is a security class that comprises a number of
ordinary shares and/or ordinary units issued by
separate entities that are stapled together for the
purposes of trading.
N/A
3C.9b
Option details
Answer the questions in this section if you selected this security type in your response to Question 3C.2.
*+Security currency
This is the currency in which the exercise price is
payable.
N/A
*Exercise price
The price at which each option can be exercised and
convert into the underlying security.
The exercise price should be provided per the
security currency (i.e. if the security currency is AUD,
the exercise price should be expressed in AUD).
N/A
*Expiry date
The date on which the options expire or terminate.
N/A
*Details of the number and type of
+security (including its ASX security code
if the +security is quoted on ASX) that will
be issued if an option is exercised
For example, if the option can be exercised to receive
one fully paid ordinary share with ASX security code
ABC, please insert “One fully paid ordinary share
(ASX:ABC)”.
N/A
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 10
3C.9c
Details of non-convertible +debt securities, +convertible debt securities, or
redeemable preference shares/units
Answer the questions in this section if you selected one of these security types in your response to Question
3C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
*Type of +security
Select one item from the list
☐ Simple corporate bond
☐ Non-convertible note or bond
☐ Convertible note or bond
☐ Preference share/unit
☐ Capital note
☐ Hybrid security
☐ Other
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.
N/A
Face value
This is the principal amount of each security.
The face value should be provided per the security
currency (i.e. if security currency is AUD, then the
face value per security in AUD).
N/A
*Interest rate type
Select one item from the list
Select the appropriate interest rate type per the terms
of the security. Definitions for each type are provided
in the Guide to the Naming Conventions and Security
Descriptions for ASX Quoted Debt and Hybrid
Securities
☐ Fixed rate
☐ Floating rate
☐ Indexed rate
☐ Variable rate
☐ Zero coupon/no interest
☐ Other
Frequency of coupon/interest payments
per year
Select one item from the list.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No coupon/interest payments
☐ Other
First interest payment date
A response is not required if you have selected “No
coupon/interest payments” in response to the
question above on the frequency of coupon/interest
payments
N/A
Interest rate per annum
Answer this question if the interest rate type is fixed.
N/A
*Is the interest rate per annum estimated
at this time?
Answer this question if the interest rate type is fixed.
N/A
If the interest rate per annum is estimated,
then what is the date for this information to
be announced to the market (if known)
Answer this question if the interest rate type is fixed
and your response to the previous question is “Yes”.
Answer “Unknown” if the date is not known at this
time.
N/A
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 11
*Does the interest rate include a reference
rate, base rate or market rate (e.g. BBSW
or CPI)?
Answer this question if the interest rate type is
floating or indexed.
N/A
*What is the reference rate, base rate or
market rate?
Answer this question if the interest rate type is
floating or indexed and your response to the previous
question is “Yes”.
N/A
*Does the interest rate include a margin
above the reference rate, base rate or
market rate?
Answer this question if the interest rate type is
floating or indexed.
N/A
*What is the margin above the reference
rate, base rate or market rate (expressed
as a percent per annum)
Answer this question if the interest rate type is
floating or indexed and your response to the previous
question is “Yes”.
N/A
*S128F of the Income Tax Assessment
Act status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
“s128F exempt” means interest payments are not
taxable to non-residents;
“Not s128F exempt” means interest payments are
taxable to non-residents;
“s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to
this security
☐ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable
*Is the +security perpetual (i.e. no maturity
date)?
N/A
*Maturity date
Answer this question if the security is not perpetual
N/A
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 12
*Select other features applicable to the
+security
Up to 4 features can be selected. Further information
is available in the Guide to the Naming Conventions
and Security Descriptions for ASX Quoted Debt and
Hybrid Securities.
☐ Simple
☐ Subordinated
☐ Secured
☐ Converting
☐ Convertible
☐ Transformable
☐ Exchangeable
☐ Cumulative
☐ Non-Cumulative
☐ Redeemable
☐ Extendable
☐ Reset
☐ Step-Down
☐ Step-Up
☐ Stapled
☐ None of the above
*Is there a first trigger date on which a
right of conversion, redemption, call or put
can be exercised (whichever is first)?
N/A
*If yes, what is the first trigger date
Answer this question if your response to the previous
question is “Yes”.
N/A
Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if the +securities to be quoted are
converted, transformed or exchanged
Answer this question if the security features include
“converting”, “convertible”, “transformable” or
“exchangeable”.
For example, if the security can be converted into
1,000 fully paid ordinary shares with ASX security
code ABC, please insert “1,000 fully paid ordinary
shares (ASX:ABC)”.
N/A
Part 4 – Issue details
Question
No.
Question Answer
4.1 *Have the +securities to be quoted been
issued yet?
Yes
4.1a *What was their date of issue?
Answer this question if your response to Q4.1 is
“Yes”.
16 April 2020
4.1b *What is their proposed date of issue?
Answer this question if your response to Q4.1 is “No”.
N/A
4.2 *Are the +securities to be quoted being
issued for a cash consideration?
If the securities are being issued for nil cash
consideration, answer this question “No”.
Yes
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 13
4.2a *In what currency is the cash consideration
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q4.2 is
“Yes”.
NZD and AUD
4.2b *What is the issue price per +security
Answer this question if your response to Q4.2 is “Yes”
and by reference to the issue currency provided in
your response to Q4.2a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q4.2 as “No” and complete Q4.2c and Q4.2d.
NZ$22.18 / A$21.15
4.2c Please describe the consideration being
provided for the +securities to be quoted
Answer this question if your response to Q4.2 is “No”.
Contributions under EBOS Employee Share
Scheme
4.2d Please provide an estimate (in AUD) of the
value of the consideration being provided
per +security for the +securities to be
quoted
Answer this question if your response to Q4.2 is “No”.
N/A
4.3 Any other information the entity wishes to
provide about the issue
No
Part 5 – Issued capital following quotation
Following the quotation of the +securities the subject of this application, the issued capital of the entity
will comprise:
Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the
entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by
the entity.
If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and
include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX).
Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the
escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.
5.1
*Quoted +securities (total number of each +class of +securities quoted on ASX following
the +quotation of the +securities the subject of this application)
ASX security code and description Total number of +securities on issue
EBO ordinary shares
162,851,135
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 14
5.2
*Unquoted +securities (total number of each +class of +securities issued but not quoted
on ASX):
*ASX +security code and description *Total number of +securities on issue
Performance rights issued:
- 30 October 2018 166,050
- 9 September 2019 192,753
- 16 December 2019 12,510
Part 6 – Other Listing Rule requirements
The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt
Listings do not need to complete this Part) and:
- your response to Q2.1 is “Being issued under a dividend/distribution plan” and the response to Q2.2b.2 is “No”; or
- your response to Q2.1 is “Other”.
Note that if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market
in an Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.
Question
No.
Question Answer
6.1
*Has the entity obtained, or is it obtaining,
+security holder approval for the issue
under listing rule 7.1?
No
6.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the response to Q6.1 is “Yes”.
N/A
6.1b *Are any of the +securities being issued
without +security holder approval using the
entity’s 15% placement capacity under
listing rule 7.1?
Answer this question if the response to Q6.1 is “No”.
No
6.1b.1 *How many +securities are being issued
without +security holder approval using the
entity’s 15% placement capacity under
listing rule 7.1?
Answer this question if the response to Q6.1 is “No”
and the response to Q6.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to
issue that number of securities.
Nil
6.1c *Are any of the +securities being issued
without +security holder approval using the
entity’s additional 10% placement capacity
under listing rule 7.1A (if applicable)?
Answer this question if the response to Q6.1 is “No”.
N/A
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 15
6.1c.1 *How many +securities are being issued
without +security holder approval using the
entity’s additional 10% placement capacity
under listing rule 7.1A?
Answer this question if the response to Q6.1 is “No”
and the response to Q6.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
Nil
Introduced 01/12/19, amended 31/01/20
Page 1
Doc ID 706187343/v1
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
20 February 2020
EBOS Group Exempt Employee Share Plan (Australia)
Invitation Letter
On behalf of the Board of Directors (Board) of EBOS Group Limited ARBN 166 840 973
(Company), I am pleased to invite you, and other eligible employees of the Company (Eligible
Employees) to participate in the EBOS Group Exempt Employee Share Plan (Australia) (Plan).
This letter will be referred to as the 'Invitation'.
Objectives and Establishment of the Plan
The Plan is intended to align the interests of Eligible Employees with the shareholders of the
Company by encouraging them to hold shares, which in turn provides wealth opportunities and
incentives for the attraction and retention of employees.
To achieve this aim, Eligible Employees are being invited to apply for between $500 and $1,000
worth of fully paid ordinary shares in the capital of the Company (Shares) each year, which will
be exempt from income tax upon acquisition if your adjusted taxable income is less than
$180,000 for the then-current financial year. Your Shares will not be subject to forfeiture.
However, you will be restricted from selling, transferring or otherwise dealing with any Shares
acquired under the Plan for three years (or the date you cease group employment, if earlier).
Please refer to section 7 below and the general tax considerations in Schedule 1 for further
details.
The Invitation
This letter sets out the Invitation under the terms of the Plan.
All references to dollar figures in this Invitation are to Australian dollars.
Your eligibility to participate in the Plan has been approved by the Board. Please note, this
Invitation does not guarantee any future invitations and the Board reserves the right to vary or
suspend the Plan or related Shares at any time, subject to obtaining any approvals of the
participants of the Plan in accordance with the rules of the Plan (Plan Rules).
Page 2
Doc ID 706187343/v1
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
The following schedule is attached to this letter:
• Schedule 1 - General Tax Considerations (Australian Residents Only).
Please note that you are not obliged to participate in the Plan. Your decision is entirely personal
and voluntary. Your decision will have no effect, either positive or negative, on your
employment.
The decision whether or not to participate is yours to make based on your own circumstances.
You should consider obtaining your own financial product advice from a person who is licensed
by the Australian Securities and Investments Commission (ASIC) to give such advice.
Any advice given by the Company in relation to the Shares offered under the Plan does not take
into account your objectives, financial situation and needs. In addition, the Company does not
make any recommendation as to whether you should participate in the Plan. Nothing in this
Invitation, the attached schedules or in any accompanying documents is, or is intended to be, a
recommendation or opinion in relation to your participation in the Plan.
The Key Features of the Invitation
Set out below is a summary of the key features of the Invitation.
1. Key Dates
The date of this Invitation is 20 February 2020.
The last date on which you can make an offer to the Company for Shares in response to
this Invitation is 6 March 2020 (2020 Closing Date).
2. If your offer is accepted by the Company, your Shares will be allocated to you within 10
business days of the following month, The Invitation
Under this Invitation, you have the opportunity to acquire between $500 and $1,000
worth of Shares per annum.
Specifically, you can agree to sacrifice between $250 and $500 (in $50 increments)
worth of pre-tax salary or wages per annum (Contribution), and the Company will
match your Contribution, in return for the acquisition of Shares of the same value as the
aggregate of your Contribution and the Company's matching contribution. For example,
if you agree to sacrifice $500 per annum, the Company will match your contribution with
a $500 contribution, and you will acquire $1,000 worth of Shares in the Company per
annum under the Plan.
1
1
As noted in section 5 of this Invitation (How and when will the Shares be acquired on my behalf), as only whole
numbers of Shares may be acquired, the exact amount that the Company applies to acquire Shares on your behalf may
be less than the aggregate of your Contribution and the Company's matching contribution.
Page 3
Doc ID 706187343/v1
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
If your offer is accepted by the Company, you will continue to participate in the Plan at
your agreed Contribution level each year unless you elect to vary your Contribution or
withdraw from the Plan. Please refer to section 12 for details on varying your
Contribution or withdrawing from the Plan.
Your Contribution will be deducted in equal instalments from your pre-tax pay in each
pay cycle over a 12 month period, starting in March 2020 and continuing until February
2021 in each year. This means that if you are paid monthly, your Contribution will be
deducted monthly, if you are paid fortnightly, your Contribution will be deducted
fortnightly, and so on.
Shares up to the value of $1,000 acquired under the Plan per year will be income tax
free upon acquisition, subject to your adjusted taxable income being $180,000 or less in
the relevant financial year. In order to benefit from this tax benefit there is a three year
restrictive period on selling, transferring or otherwise dealing with the Shares. For more
information please see item 7 below. Please also see the general tax considerations in
Schedule 1.
3. Not Transferable
This Invitation is personal to you and cannot be transferred to another person.
4. How many Shares will I receive and at what price?
Shares will be issued by the Company to you at the volume weighted average price of
Shares sold on the NZX over the five trading days prior to the issue date (rounded to
two decimal places and converted to AUD), as determined by the Board. The 5-day
NZD VWAP will be converted to AUD at the NZD to AUD exchange rate shown on the
Reserve Bank of New Zealand website (https://www.rbnz.govt.nz/statistics/b1) as at
the end of the day prior to the allocation date. Accordingly, the number of Shares that
will be allocated to you will be equal to the aggregate of your Contribution and the
Company's matching contribution (i.e. up to $1,000), divided by the relevant issue price,
rounded down to the nearest whole number of Shares.
5. How and when will the Shares be acquired on my behalf?
Your Contribution will be deducted in equal instalments from your pre-tax pay each pay
cycle over a 12 month period commencing in March 2020 and ending in February 2021
each year. Your Contribution and the Company's matching contribution will be used to
acquire Shares on a monthly basis.
Your Contributions will be held in a non-interest bearing account maintained by an
Australian Authorised Deposit Taking Institution nominated by the Company until they
are used to acquire Shares on a monthly basis.
As only whole numbers of Shares may be acquired, the exact amount that the Company
applies to acquire Shares on your behalf may be less than the aggregate of your
Page 4
Doc ID 706187343/v1
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
Contribution and the Company's matching contribution (i.e. less than the maximum
value of $1,000).
Shortly after acquisition, you will receive a confirmation that your Shares have been
allocated to you under the Plan.
6. How do I find out the current market price of Shares?
You can obtain the current market price of Shares from the Australian Securities
Exchange website (www.asx.com.au) under the stock code "EBO".
7. Are there restrictions on my Shares?
Yes, to receive the income tax free benefit, there are restrictions on selling, transferring
or otherwise dealing with all Shares acquired under the Plan until the earliest of the
date that:
(a) is 3 years from the date that the Shares are acquired by you; or
(b) you cease to be an employee of the Company or a company that is a related
body corporate of the Company,
(Restriction Period).
8. What happens after the Restriction Period?
After the Restriction Period, you may sell some or all of the Shares or otherwise deal
with your Shares as you wish. When disposing of any of the Shares, you should be
aware of the insider trading provisions of the Corporations Act 2001 (Cth). Furthermore,
as an employee of the Company, you must comply with the Company's Securities
Trading Policy when disposing of the Shares. A copy of the policy is in the Company’s
Corporate Governance Code available on the Company’s website:
https://ebosgroup.gcs-web.com/corporate-governance. Alternatively, please email
legal@ebosgroup.com for a copy.
9. Is there a risk that I may lose ownership of my Shares?
No, there is no risk that you will lose ownership of your Shares.
10. What happens if I leave the Company?
If you cease employment with the Company group and have been allocated Shares
under the Plan, all restrictions on dealing with the Shares no longer apply.
11. What happens if I take extended leave without pay or parental leave?
You do not need to withdraw the Shares from the Plan if you remain an employee.
Page 5
Doc ID 706187343/v1
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
12. How do I vary my Contribution or withdraw from the Plan?
As noted above, you will continue to participate in the Plan at your agreed Contribution
level each year unless you elect to vary your Contribution or withdraw from the Plan.
Each year the Company will advise you of a 'closing date' for the Plan for that year
(Closing Date). Prior to the Closing Date each year, you will be given an opportunity to
change your Contribution level for that year or cease your participation in the Plan
altogether.
If you wish to maintain your participation at your then-current Contribution level, you will
not be required to take any action.
Once the Closing Date has occurred for a year, you will not be able to change your
Contribution for that year.
However, you may at any time (even after the Closing Date for that year has occurred)
decide to discontinue your salary sacrifice arrangements by giving notice to your local
payroll contact. .
If you elect to discontinue your salary sacrifice arrangements:
(a) your withdrawal will take effect on the Closing Date (if received prior to the
Closing Date in the relevant year); otherwise, 30 days after it has been
submitted;
(b) any Contribution which has been deducted from your pre-tax salary or wages
and which has not yet been used to acquire Shares will be repaid to you at the
time of your next pay cycle; and
(c) you will continue to participate in the Plan in respect of the Shares which have
already been acquired on your behalf (if any), and those Shares will be subject
to the Restriction Period.
13. What happens if the Company is taken over?
You may transfer or sell your Shares in the event of a takeover or restructure of the
Company.
The Board is entitled to waive or amend the application of the rules of the Plan in certain
circumstances, including for the purpose of a takeover bid.
14. Can the terms of the Plan be changed?
Yes, the Board reserves the right to change the terms and conditions of the Plan or
suspend the Plan, at any time subject to obtaining any approval of the participants of
the Plan in accordance with the Plan Rules.
Page 6
Doc ID 706187343/v1
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
15. Will I get dividends and voting rights?
Yes, from the time when you acquire the Shares you will have the same rights and
entitlements as all the Company's ordinary shareholders including voting rights and
dividends. Any dividends will be paid directly into the account into which your salary or
wages are paid or other nominated bank account (noting that Plan participants will be
unable to participate in the Company's Dividend Reinvestment Plan).
16. How do I keep track of my Shares?
You will be able to track your shares by logging on to Computershare’s Employee
Online website (www.computershare.com/employee/au/ebos).
17. What fees do I have to pay?
There are no fees payable by you on the Shares acquired under the Plan. The
Company will pay all costs (including any GST) payable in relation to the Plan.
You will be responsible for the costs associated with selling or transferring Shares
(which may include brokerage fees, transfer fees, GST and bank charges).
18. Plan Rules
The Invitation is subject to the Plan Rules, which are available on Computershare’s
Employee Online Website (www.computershare.com/employee/au/ebos).
19. Risks
The Company's performance, prospects and the value of your Shares may be affected
by company specific, and general economic and investment risks, some of which may
be largely outside of the Company's control. The risks include:
(a) fluctuations in currency exchange rates, inflation, interest rates, availability of
credit and industrial disruptions;
(b) a downturn in economic conditions, availability of supply and demand, which
consequently affects supply of, or demand for, the Company's products or
services or makes it difficult to win or renew contracts;
(c) economic conditions in Australia and New Zealand, which may encourage
increased competition, either from domestic or overseas competitors;
(d) material changes in relevant government policies and laws; and
(e) the risks described in the Company’s annual corporate governance statement
which can be found at: https://ebosgroup.gcs-web.com/corporate-governance.
Page 7
Doc ID 706187343/v1
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
20. How to Apply for Shares
To apply for Shares specified in this Invitation, you must complete the application form
available at www.computershare.com/employee/au/ebos before the 2020 Closing Date.
21. Independent Advice
The content of this letter and the schedules are general information only and do not
constitute financial product advice and/or tax advice provided by the Company. It does
not take into account your individual objectives, financial situation or needs.
If you are considering participating in the Plan, you should seek independent advice,
including independent tax advice as to the operation of the tax laws in your individual
circumstances and independent financial product advice from a person who is licensed
by ASIC before deciding whether to participate.
22. Financial Services Guide
If you decide to participate in the Plan organisations providing financial services in
relation to the Plan may be required to give you (the Client) a Financial Services Guide
(FSG) setting out particulars relevant to those financial services. The FSG can be
provided to the Client’s agent in a manner agreed by the agent. If you participate in the
Plan, you appoint the Company as your agent to receive any FSG (and any update of
that document) that you are required to be given. The FSG will be provided to the
Company who will make it available to you upon request.
Yours sincerely
John Cullity
Chief Executive Officer
EBOS Group Limited
Page 8
Doc ID 706187343/v1
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
Schedule 1 General Tax Considerations (Australian
Residents Only)
Please note that the taxation information set out below and elsewhere in the Invitation, the
attached schedules and in any accompanying documents is general in nature only. It does not
constitute tax advice and is based on the Australian tax laws, current as at the time of
preparation of this booklet, but which are subject to change.
Additionally, the information set out below does not take into account your objectives,
financial situation and needs. The Company and any plan administrator appointed by the
Company (from time to time) will not be held responsible for employees who act solely on the
information provided in this booklet.
As individual circumstances vary, you are urged to seek independent financial advice by
a person who is licensed by ASIC to give such advice and/or other professional advice
before deciding whether to participate in the Plan.
1. Dividends
When a company makes a profit, it may distribute the profit to shareholders in the form
of a dividend. This is a fixed amount payable for each Share held.
The gross amount of any dividends (including any franking credits) will need to be
included as assessable income in your income tax return for the year in which they are
received. As a shareholder, you will be entitled to any franking credits declared by the
Company, which may reduce your Australian tax liability.
If the Company does not have a valid Tax File Number recorded for you at each
dividend record date, withholding tax at the top marginal rate including the Medicare
levy (currently a total of 47%) will be withheld.
Dividends will automatically be paid into your bank account into which your salary is
paid.
Each time a dividend is paid, you will receive a Dividend Summary from the Company
or any plan administrator it appoints from time to time, and an Annual Tax Summary in
July each year. This summary will outline any taxable amounts derived for the tax year
and will demonstrate where to include that information on to your tax return.
2. Tax Exemption
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Doc ID 706187343/v1
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
2.1 Tax exemption of up to $1,000 if your adjusted taxable income
2
in the current financial
year is $180,000 or less
If you are an Eligible Employee and your adjusted taxable income in the current financial
year is $180,000 or less, you may receive a benefit of up to $1,000 (per annum in
Shares), free of income tax. For this purpose, the ʽbenefit’ under the Invitation is the
market value of the Shares at the time they are acquired. Therefore, up to the first
$1,000 worth of Shares acquired on your behalf will not be subject to income tax.
Example
For example, Dan is an Eligible Employee and his adjusted taxable income in the
current financial year is $100,000. Dan agrees to sacrifice $500 of his pre-tax salary
under the Plan, and the Company matches Dan's contribution with an additional $500
contribution. The Company applies Dan's contribution and the Company's matching
contribution (total $1,000) to acquire $1,000 worth of Shares
3
on the ASX for Dan. Dan
qualifies for the $1,000 tax exemption. Dan does not pay tax on the $1,000 worth of
Shares acquired on his behalf under the Plan.
2.2 No tax exemption if your adjusted taxable income in the current financial year is more
than $180,000
If you are an Eligible Employee and your adjusted taxable income in the current
financial year is more than $180,000, you will be taxed at your marginal tax rate on the
market value of the Shares that you acquire under the Plan in the income year in which
they are acquired on your behalf. You will be required to fund any tax payable on the
Shares. The Restriction Period will continue to apply to the Shares regardless of
whether you are required to pay any tax in the year of acquisition.
For example, if your marginal rate of tax (including the Medicare levy) is 47% and you
acquired $1,000 worth of Shares under the Plan, you would need to pay $470 income
tax in the year in which the Shares are acquired.
Regardless of your adjusted taxable income in the current financial year, if you sell your
Shares (either after the three-year restriction period has elapsed or prior to the three-
year restriction period elapsing if you cease group employment), any gain (or loss)
realised above (or below) your original investment will be subject to the Capital Gains
Tax regime (see below).
2.3 How do I work out my adjusted taxable income?
The $1,000 income tax exemption is only available to Eligible Employees with an
adjusted taxable income of $180,000 or less.
2
See section 2.3 (How do I work out my adjusted taxable income?) below.
3
As noted in section 5 of the Invitation (How and when will the Shares be acquired on my behalf), as only whole
numbers of Shares may be acquired, the exact amount that the Company applies to acquire Shares on your behalf may
be less than the aggregate of your Contribution and the Company's matching contribution.
Page 10
Doc ID 706187343/v1
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
Your adjusted taxable income for an income year is calculated by adding together your:
(a) taxable income (including the market value of your Shares on the date you
acquire them and the total amount of any other employee share scheme
discounts assessable in the income year);
(b) reportable fringe benefits (if any);
(c) reportable superannuation contributions (if any); and
(d) total net investment loss (if any).
The Company is required to provide you and the Australian Taxation Office with an
annual employee share scheme statement for the income year in which you acquire
Shares under the Plan. The annual statement will include an estimate of the market
value of the Shares on the date you acquire the Shares. It is your responsibility to
calculate your adjusted taxable income for the current financial year and if your adjusted
taxable income exceeds $180,000, to include the taxable value of your Shares in your
next tax return.
If the acquisition of your Shares is taxable, you will be responsible for paying any tax
due on your Shares. Your employer is not required to withhold any Australian tax
unless you have failed to provide your tax file number. As the Shares acquired under
the Plan are subject to a disposal restriction for three years from the date you acquire
the Shares (unless you cease employment with the Company Group), you will not be
able to sell any of your Shares to fund the tax liability (if any) on the acquisition of the
Shares.
3. How does Capital Gains Tax work?
Capital gains tax (CGT) rules will generally apply when you dispose of your Shares.
You are required to include net capital gains in your assessable income. If the sale
proceeds from disposal of your Shares is more than the 'cost base' of your Shares, then
you will make a capital gain. The cost base of your Shares will be the market value of
the Shares at the time you acquire them.
If the sale proceeds from the disposal of your Shares is less than the cost base, then
you will make a capital loss. A capital loss can only be used to reduce capital gains - it
cannot reduce other assessable income, such as salary or dividend income. If you
make a capital loss and do not have any current year capital gains, you can carry the
loss forward to offset against future year capital gains.
The CGT 50% discount will apply to reduce capital gains arising from the disposal of
your Shares if the disposal of your Shares occurs more than 12 months after the date
you acquire them. The CGT 50% discount is applied to your capital gain after allowing
for any capital losses.
100401999/7517639.12100401999/7517639.12100401999/7517639.12
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
Error! Unknown document property name.
20 February 2020
EBOS Group Exempt Employee Share Plan (New Zealand)
2020 Invitation Letter
On behalf of the Board of Directors (Board) of EBOS Group Limited (Company), I am pleased
to invite you, and other eligible employees of the Company (Eligible Employees) to participate
in the EBOS Group Exempt Employee Share Plan (New Zealand) (Plan).
This letter will be referred to as the 'Invitation'.
Objectives and Establishment of the Plan
The Plan is intended to align the interests of Eligible Employees with the shareholders of the
Company by encouraging them to hold shares, which in turn provides wealth opportunities and
incentives for the attraction and retention of employees.
To achieve this aim, Eligible Employees are being invited to apply for up to $1,000 worth of fully
paid ordinary shares in the capital of the Company (Shares) each year, which will be exempt
from income tax upon acquisition. Generally, your Shares will not be subject to forfeiture.
However, you will be restricted from selling, transferring or otherwise dealing with any Shares
acquired under the Plan for three years (or the date you cease group employment, if earlier).
The Invitation
This letter sets out the Invitation under the terms of the Plan.
All references to dollar figures in this Invitation are to New Zealand dollars.
Your eligibility to participate in the Plan has been approved by the Board. Please note, this
Invitation does not guarantee any future invitations and the Board reserves the right to vary or
suspend the Plan or related Shares at any time, subject to obtaining any approvals of the
participants of the Plan in accordance with the EBOS Group Exempt Employee Share Plan
(New Zealand) Trust Deed (Trust Deed).
100401999/7517639.12100401999/7517639.12100401999/7517639.12 Page 2
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
The following documents are attached as schedules to this letter:
• Error! Reference source not found. - General Tax Considerations (New Zealand
Residents Only).
Please note that you are not obliged to participate in the Plan. Your decision is entirely personal
and voluntary. Your decision will have no effect, either positive or negative, on your
employment. As with any investment, there is an element of risk and the share price can go
down, as well as up, due to company specific reasons and/or stock market conditions. There is
no guaranteed return under the Plan.
The decision whether or not to participate is yours to make based on your own circumstances.
The content of this letter is general information only and does not constitute financial advice. If
there is any inconsistency between this letter and the Trust Deed, the Trust Deed will prevail.
You are encouraged to seek independent tax, financial or other professional advice before
deciding whether to participate in the Plan.
STATUTORY WARNING
This is an offer of ordinary shares in the Company. Ordinary shares give you a stake in the
ownership of the Company. You may receive a return if dividends are paid.
The Company intends to quote these ordinary shares on the NZX Main Board and the ASX.
This means that you may be able to sell them on the NZX Main Board or the ASX if there are
interested buyers, once they are released to you after the three year Restrictive Period. You
may get less than you invested. The price will depend on the demand for the ordinary shares.
If the Company runs into financial difficulties and is wound up, you will be paid only after all
creditors have been paid. You may lose some or all of your investment, although you will not be
required to pay more than that deducted from your salary.
New Zealand law normally requires people who offer financial products to give information to
investors before they invest. This information is designed to help investors to make an informed
decision. The usual rules do not apply to this offer because it is made under an employee share
purchase scheme. As a result, you may not be given all the information usually required. You
will also have fewer other legal protections for this investment. The arrangements under which
you may redeem or sell your investment, and the restrictions on your ability to do so, are
explained in the below ‘Key Features of the Invitation’ section.
Ask questions, read all documents carefully, and seek independent financial advice before
committing yourself.
The Key Features of the Invitation
Set out below is a summary of the key features of the Invitation.
1. Key Dates
100401999/7517639.12100401999/7517639.12100401999/7517639.12 Page 3
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
The date of this Invitation is 20 February 2020.
The last date on which you can make an offer to the Company for Shares in response to
this Invitation is 6 March 2020 (Closing Date).
If your offer is accepted by the Company, Shares will be allocated to you within 10
business days of the following month.
2. The Invitation
Under this Invitation, you have the opportunity to acquire up to $1,000 worth of Shares
per annum.
Specifically, you can agree to sacrifice from $250 to $500, in $50 bands between $250
and $500 (over a twelve month period) worth of pre-tax salary or wages per annum
(Contribution), and the Company will match your Contribution, in return for the
acquisition of Shares of the same value as the aggregate of your Contribution and the
Company's matching contribution. For example, if you agree to sacrifice the full $500
per annum, the Company will match your contribution with a $500 contribution, and you
will acquire $1,000 worth of Shares in the Company per annum under the Plan.
Your Contribution will be in equal instalments over [12 months deducted from your pre-
tax salary or wages.
Shares up to the value of $1,000 acquired under the Plan per year will be income tax
free upon acquisition. In order to qualify for this tax benefit there is a three year
restrictive period on selling, transferring or otherwise dealing with the Shares. (For more
information please see item 7 below. Please also see the general tax considerations in
Schedule 1).
3. Not Transferable
This Invitation is personal to you and cannot be transferred to another person.
4. How many Shares will I receive and at what price?
The number of Shares acquired for you will be the whole number of Shares that may be
acquired with your Contribution and the Company's matching contribution, divided by
the acquisition price of the Shares.
The acquisition price of each Share will be the volume weighted average price of
Shares on the New Zealand Exchange over five trading days prior to the issue date
(rounded to two decimal places), as determined by the Board.
5. How and when will the Shares be acquired on my behalf?
100401999/7517639.12100401999/7517639.12100401999/7517639.12 Page 4
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
Your Contribution(s) will be deducted from your pre-tax salary or wages in equal
instalments over12 months. Your Contribution(s) and the Company's matching
contribution will be used to allocate the Shares on a monthly basis.
Your Contribution(s) will be held in a non-interest bearing account maintained by the
Company (or its Plan Administrator) until they are used to purchase Shares each year.
As only whole numbers of Shares may be purchased, the exact amount that the
Company applies to acquire Shares on your behalf may be less than the aggregate of
your Contribution(s) and the Company's matching contribution (i.e. less than the
maximum value of $1,000).
Shortly after your first acquisition, you will receive a confirmation that your Shares have
been allocated to you under the Plan.
6. How do I find out the current market price of Shares?
You can obtain the current market price of Shares from the New Zealand Exchange
website (www.nzx.com/companies/EBO).
7. Are there restrictions on my Shares?
Yes, to receive the income tax free benefit, there are restrictions on selling, transferring
or otherwise dealing with any Shares acquired under the Plan until the earliest of the
date that:
(a) is 3 years from the date that the Shares are acquired by you; or
(b) you cease to be an employee of the Company or a subsidiary of the Company,
(the Restrictive Period).
8. What happens after the Restrictive Period?
After the Restrictive Period, you may sell some or all of the Shares or otherwise deal
with your Shares as you wish. When disposing of any of the Shares, you should be
aware of the insider trading provisions of the Financial Markets Conduct Act 2013.
Furthermore, as an employee of the Company, you must comply with the Company's
Securities Trading Policy when disposing of the Shares. A copy of the policy is in the
Company’s Corporate Governance Code available on the Company’s website:
https://ebosgroup.gcs-web.com/corporate-governance. Alternatively, please email
legal@ebosgroup.com for a copy.
9. Is there a risk that I may lose ownership of my Shares?
Generally, there is no risk that you will lose ownership of your Shares unless:
100401999/7517639.12100401999/7517639.12100401999/7517639.12 Page 5
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
(a) you request to withdraw from the Plan during the Restrictive Period due to
serious hardship, in which case you may lose ownership of your shares, but
may instead receive an amount equal to the market value of the Shares; or
(b) you request to withdraw from the Plan during the Restrictive Period for any
other reason, in which case you will lose ownership of your shares without any
payment.
10. What happens if I leave the Company?
If you leave the company, the Shares will be transferred to you.
11. What happens if I take extended leave without pay or parental leave?
You do not need to withdraw the Shares from the Plan if you remain an employee.
Contributions will continue to be deducted from your pre-tax salary or wages in equal
instalments over 12 months, unless you are on unpaid or parental leave for more than a
month, in which case all payments shall be suspended while on leave.
12. How do I withdraw from the Plan?
Once the Closing Date has occurred, you will not be able to change your Contribution.
If you decide to withdraw from the Plan, you will forfeit the right to receive any of the
Shares which have already been acquired on your behalf (if any) during the Restrictive
Period and will not receive any compensation for any salary or wages sacrificed under
the Plan.
Alternatively, you may at any time decide to discontinue your salary sacrifice
arrangements by notice to your local payroll contact.
If you elect to discontinue your salary sacrifice arrangements:
(i) your withdrawal will take effect after one month’s prior written notice;
(ii) any Contribution which has been deducted from your pre-tax salary or
wages and which has not yet been used to acquire Shares will be
repaid to you at the time of your next pay cycle as an additional amount
of salary or wages from the Company;
(iii) any Shares which have already been acquired on your behalf during the
Restrictive Period will continue to be subject to the Plan; and
(iv) after your withdrawal has taken effect, you will not sacrifice any further
amounts of salary or wages and no additional Shares will be acquired
on your behalf under the Plan.
100401999/7517639.12100401999/7517639.12100401999/7517639.12 Page 6
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
13. What if I am experiencing serious hardship?
In the case of serious hardship that results, or may result, from your continued
participation in the Plan, you may request that:
(a) the terms of payment under the Plan may be varied; or
(b) you be allowed to withdraw from the Plan, and any Shares are bought from you
for their market value on the day of withdrawal.
14. What happens if the Company is taken over?
The trustee shall have the power in its absolute discretion to accept any such takeover
offer on your behalf and may transfer or sell your Shares in the event of a takeover or
restructure of the Company.
In such a case, your Shares may be replaced by new Shares and the Plan will continue
or you may receive the proceeds from the disposal of the Shares.
15. Can the terms of the Plan be changed?
Yes, the Board reserves the right to change the terms and conditions of the Plan or
suspend the Plan, at any time subject to the terms of the Trust Deed.
16. Will I get dividends and voting rights?
You will be eligible to receive dividends from the time you acquire the Shares. Any
dividends will be paid directly into the account into which your salary or wages are paid,
or other nominated bank account.
However, voting rights attached to your Shares will be retained by the trustee until the
end of the Restrictive Period, whereby they will vest with you (as per the Trust Deed).
17. How do I keep track of my Shares?
You will be able to track your shares by logging on to Computershare’s Employee
Online website (www.computershare.com/employee/au/ebos).
18. What fees do I have to pay?
There are no fees payable by you on the Shares acquired under the Plan. The
Company will pay all costs (including any GST) payable in relation to the Plan.
You will be responsible for the costs associated with selling or transferring Shares
(which may include brokerage fees, transfer fees, GST and bank charges).
19. Does the Plan automatically renew each year?
100401999/7517639.12100401999/7517639.12100401999/7517639.12 Page 7
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
Yes, if you enter into the Plan and don’t elect to withdraw or to discontinue your salary
sacrifice arrangements, you will contribute $500 maximum each year and your
Contribution will be matched by the Company.
20. Trust Deed
The Invitation is subject to the terms of the Trust Deed.
A copy of the Trust Deed is available online by logging on to Computershare’s
Employee Online Website (www.computershare.com/employee/au/ebos).
21. Risks
The Company's performance, prospects and the value of your Shares may be affected
by company specific, and general economic and investment risks, some of which may
be largely outside of the Company's control. The risks include:
(a) fluctuations in currency exchange rates, inflation, interest rates, availability of
credit and industrial disruptions;
(b) a downturn in economic conditions, availability of supply and demand, which
consequently affects supply of, or demand for, the Company's products or
services or makes it difficult to win or renew contracts;
(c) economic conditions in Australia and New Zealand, which may encourage
increased competition, either from domestic or overseas competitors; and
(d) material changes in relevant government policies and laws; and
(e) the risks described in the Company’s annual corporate governance statement
which can be found at: https://ebosgroup.gcs-web.com/corporate-governance.
22. How to apply for Shares
To apply for Shares specified in this Invitation, you must complete the online application
form at www.computershare.com/employee/au/ebos.
Yours sincerely
John Cullity
Chief Executive Officer
EBOS Group Limited
100401999/7517639.12100401999/7517639.12100401999/7517639.12 Page 8
EBOS Group Ltd│ NZBN 9429031998840│
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia | PO Box 7300, Melbourne, Victoria 3004, Australia |
Phone: +61 3 9918 5555 │ Fax: +61 3 9918 5599│
www.ebosgroup.com
Schedule 1 General Tax Considerations (New Zealand
Residents Only)
Please note that the taxation information set out below and elsewhere in the Invitation, the
attached schedules and in any accompanying documents is general in nature only. It does not
constitute tax advice and is based on the New Zealand tax laws, current as at the time of
preparation of this booklet, but which are subject to change.
Additionally, the information set out below does not take into account your objectives,
financial situation and needs. The Company and any plan administrator appointed by the
Company (from time to time) will not be held responsible for employees who act solely on the
information provided in this booklet.
As individual circumstances vary, you are urged to seek independent financial advice
before deciding whether to participate in the Plan.
1. Dividends
When a company makes a profit, it may distribute the profit to shareholders in the form
of a dividend. This is a fixed amount payable for each Share held.
The gross amount of any dividends will need to be included as assessable income in
your income tax return for the year in which they are received.
Dividends will automatically be paid into your bank account into which your salary is
paid.
Each time a dividend is paid, you will receive a Dividend Summary from the Company
or any plan administrator it appoints from time to time, and an Annual Tax Summary in
July each year. This summary will outline any taxable amounts derived for the tax year
and will demonstrate where to include that information on to your tax return (if you are
required to file one).
2. Tax Exemption
2.1 The full amount of the benefit you receive (up to $1,000) is exempt from income tax,
which means you do not need to declare the amount in your personal tax return.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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