Capital Change Notice – Share Rights

Capital Change Notice


103181.1 - 1417316.1

Notice of grant of Share Rights under the Radius Care Long-Term Incentive Plan

This notice is given under NZX Listing Rules 3.13.1 and relates to the grant of share rights (Share Rights) which are convertible into
fully paid ordinary shares in RAD should the vesting conditions attaching to the Share Rights be met under the Radius Care Long-
Term Incentive Plan.

Section 1: Issuer information
Name of issuer Radius Residential Care
Limited
NZX ticker code RAD
Class of financial product Share Rights, each
representing an entitlement to
acquire an ordinary share in
RAD.
ISIN (If unknown, check on NZX website) N/A
Section 2: Capital change details
Number issued/acquired/redeemed 1,109,824
Nominal value (if any) There is no nominal value for
the Share Rights.
Issue/acquisition/redemption price per security Share Rights are granted for
nil consideration.
Share Rights have a nil
conversion price.
Nature of the payment (for example, cash or other
consideration)
N/A
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)
1,109,824 Share Rights
representing approximately
0.412% of the ordinary shares
in RAD on issue
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
The holders’ Share Rights will
vest in approximately three
years on the achievement of
certain vesting conditions
being met and the continuous
employment of each Share
Rights holder.

Vesting Conditions
All of a holder’s Share Rights
will vest if the 10-day VWAP
over the 10 NZX trading days
immediately prior to (but
excluding) 18 July 2025 is
equal to or greater than $1.081
(being three times the 10-day
VWAP over the 10 NZX trading
days immediately prior to (but

Capital Change Notice



excluding) 18 July 2022 (“2022
Base Price”)).
If the 10-day VWAP over the
10 NZX trading days
immediately prior to (but
excluding) the expiry date is
between $1.027 and $1.081
(being between 95% and
100% of the amount that is
three times the 2022 Base
Price), the Board will have
discretion to scale the number
of a holder’s Share Rights to
vest.

Lapse
Share Rights will lapse where
the vesting conditions are not
met on 18 July 2025 or, in
general, where the holder
ceases to be employed by
RAD before that date (except
in certain circumstances).
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Issue of Share Rights for
executive retention and loyalty,
and incentivising growth.
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.
5,271,668 Share Rights
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 dated 5
August 2022 approving issue
under Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See above.
The Share Rights are not
transferable (unless the Board
exercises its discretion) and do
not entitle the holder to receive
dividends or other distributions
or vote in respect of RAD
ordinary shares.
Any shares issued or
transferred to a holder of the
Share Rights shall be fully paid
and shall rank equally in all
respects with the shares on
issue at the issue date.
Date of issue/acquisition/redemption 15 August 2022

Capital Change Notice


103181.1 - 1417316.1
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Anna Ellis
Contact person for this announcement Anna Ellis
Contact phone number 0204 0203 980
Contact email address anna.ellis@radiuscare.co.nz
Date of release through MAP

16 August 2022