Capital Change Notice – Issue of Share Rights

Capital Change Notice




Notice of grant of Share Rights under the Sanford Limited – 2021 Executive Long Term Incentive Plan

This notice is given under the NZX Listing Rule 3.13.1 and relates to the grant of performance share rights (Share
Rights) which are convertible into fully paid ordinary shares in SAN should the performance hurdle be met under SAN’s
2021 Executive Long Term Incentive Plan (Plan).

Section 1: Issuer information
Name of issuer Sanford Limited
NZX ticker code SAN
Class of financial product Unquoted Share Rights, each
representing an entitlement to
acquire an ordinary share in
SAN
ISIN (If unknown, check on NZX website) N/A
Currency New Zealand Dollars
Section 2: Capital change details
Number issued/acquired/redeemed 58,320
Nominal value (if any) Nil
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
Share Rights are issued for nil
consideration
Share Rights have a $0
conversion price
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)
100% of Share Rights of the
Class (being the FY22 Grant)
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 FY22 Share Rights are
issued in a single tranche
which has the performance
hurdle, commencement date,
and vesting date set out in the
Appendix to this notice.
Share Rights vest if the holder
remains employed on the
vesting date and the
performance hurdle is met over
the period from the
commencement date to the
vesting date, and in certain
other circumstances.
On vesting, each Share Right
will entitle the holder to receive
one fully paid ordinary share in
SAN.

The Share Rights have a $0
conversion price.
Performance Hurdles
The Share Rights are subject to
a performance hurdle.
Share Rights will vest where
SAN’s total shareholder return
(TSR) from the commencement
date to the vesting date is at
least a positive amount and
greater than the 50th percentile
of the NZX50 companies
(excluding banking groups).
The percentage of Share
Rights that vests will increase
on a straight line basis from
50% where TSR is equal to the
50
th
percentile of the NZX50
group to 100% where the TSR
is equal to the 75
th
percentile of
the NZX50 group.
Lapse
Share Rights will lapse where
the performance hurdle is not
met on the vesting date or, in
general, where the participant
ceases to be employed by SAN
before the vesting 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)
The grant of Share Rights is
part of a long term incentive
plan for the provision of
performance-based
remuneration designed to
incentivise the Chief Executive
Officer and potentially other
key senior employees of SAN.
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.
58,320 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
Board resolutions dated 5
September 2022, directors’
certificate dated 5 September
2022 and Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See above.
Share Rights are not
transferrable (other than in
exceptional circumstances)
and do not entitle the holder to
receive dividends or other

Capital Change Notice


distributions, or vote in respect
of SAN ordinary shares.
Any ordinary shares issued on
vesting of Share Rights will
rank equally with existing
ordinary shares.
Date of issue/acquisition/redemption 9 September 2022
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Roberto Magaraggia
Contact person for this announcement
Fiona MacMillan
Contact phone number
021 513 522
Contact email address
fmacmillan@sanford.co.nz
Date of release through MAP

9 September 2022

SAN – Appendix A

Tranche Hurdle Number Commencement Date Vesting Date
FY2022 Relative TSR 58,320 1 October 2021 30 September 2024