Restricted Share Scheme

AGL 2022 Share Schemes Disclosure


ACCORDANT GROUP LIMITED
("Company")

DISCLOSURE DOCUMENT RELATING TO THE GIVING OF FINANCIAL ASSISTANCE AND THE
ACQUISITION OF SHARES IN CONNECTION WITH THE COMPANY'S RESTRICTED SHARE SCHEMES
(Section 61(5) and 78(5) of the Companies Act 1993)


TO: ALL SHAREHOLDERS


INTRODUCTION
This document is provided to all shareholders in accordance with the requirements of section 61(5) and
78(5) of the Companies Act 1993. It sets out details of the intention of the Company to give financial
assistance in connection with the Accordant Group 2022 Restricted Share Schemes ("2022 Schemes")
and the intention of the Company to acquire shares issued under the:
(a) Accordant Group 2022 Restricted Share Schemes (“2022 Schemes”); and/or
(b) Accordant Group 2021 Restricted Share Schemes (“2021 Schemes”); and/or
(c) Accordant Group 2020 Restricted Share Schemes (“2020 Schemes”); and/or
(d) Accordant Group 2019 Restricted Share Schemes (“2019 Schemes”); and/or
(e) Accordant Group 2018 Restricted Share Schemes (“2018 Schemes”).
(together, the "Schemes").
This document is provided to you for your information. You are not required to take any action in
relation to it.


THE SCHEMES
The Schemes were established with the intention of incentivising and encouraging senior management
to commit, to excel and to remain with the Accordant Group.
Under the Schemes, participants are entitled to receive restricted shares in the Company ("Restricted
Shares"). The Company provides participants in the Schemes with an interest free loan to fund the
subscription price for their Restricted Shares. Such loans are considered financial assistance for the
purposes of the Companies Act 1993.
Such loans are to be secured by a mortgage in favour of the Company over the Restricted Shares issued
to the relevant participant.
The loan must be repaid in full before the participant's Restricted Shares are reclassified as ordinary
shares in the Company.
A participant in the Schemes cannot sell or otherwise dispose of his or her Restricted Shares unless such
shares are reclassified as ordinary shares in the Company and all amounts outstanding under the
participant's loan are repaid in full.
It is a condition of each of the Schemes that, in order for a holder's Restricted Shares to be reclassified
as ordinary shares, the holder has to remain in continuous employment with the Company until a

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AGL 2022 Share Schemes
specified date (the "Qualification Date"). If this condition is not satisfied the Company has an option to
redeem the Restricted Shares issued to the relevant participant for a redemption price equal to the
issue price of those shares. The Company also has an option to redeem a participant's Restricted Shares
for the same redemption price where this condition is satisfied but the relevant participant has not
repaid his or her loan within a prescribed time period. The proceeds from any redemption must be
applied in repayment in full of the relevant participant's loan.


FINANCIAL ASSISTANCE
Restricted Shares may be issued under the 2022 Schemes in the next 12 months.
Accordingly, the Company is likely to provide financial assistance within the next 12 months to
participants in the 2022 Schemes in the form of interest free loans equal to the aggregate subscription
price of the Restricted Shares to be issued to the relevant participant.
At this time, the Company is unable to determine the precise amount of any additional loans to be
made within the next 12 months as it is dependent upon, among other things, the level of participation
by eligible employees, the number of Restricted Shares to be issued, and the price at which the
Restricted Shares are issued. However, the total amount of the loans will not exceed $700,000.


ACQUISITION OF RESTRICTED SHARES
Inevitably, over the next 12 months some participants of the Schemes will cease to be employees within
the Group before the Qualification Date for Restricted Shares held by them and in such circumstances
the Company may wish to exercise its option to acquire Restricted Shares held by such participants.
The Company may elect to acquire such Restricted Shares by redeeming them or by buying them back.
Each method of acquiring shares has the same effect.
The consideration for the Restricted Shares subject to any acquisition will be equal to the issue price of
the Restricted Shares in question. The proceeds from the acquisition of any Restricted Shares will be
applied by the Company in repayment in full of the loans made to the relevant participants of the
Schemes in respect of the Restricted Shares acquired.
Any Restricted Shares acquired will be cancelled immediately upon acquisition.
At this time, the Company is unable to determine the precise number of Restricted Shares that may be
acquired within the next 12 months as it is dependent on which (if any) participants of the Schemes
cease to be employees within the Group before the Qualification Date for Restricted Shares held by
them and the number of Restricted Shares held by any such participants.
However, the maximum number of Restricted Shares that could be acquired is the number of Restricted
Shares on issue at the date of this disclosure document together with the number of Restricted Shares
that may be issued over the next 12 months.
For information purposes, the number of Restricted Shares on Issue as at the date of this disclosure
document and the price that would be paid by the Company for such Restricted Shares if they were
acquired is set out in the table below. If any new Restricted Shares are issued by the Company, a notice
of their issue would be made available from NZX Limited’s website www.agl.com under stock code
AWF.
It is highly unlikely that the maximum number of Restricted Shares that could be acquired by the
Company would be acquired by the Company in the next 12 months.

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AGL 2022 Share Schemes

Class of Restricted
Shares
Date Issued Current Number
on Issue
Acquisition Price
Per Share
Restricted H1 Shares 1 November 2018 188,800 $1.90
Restricted H2 Shares 18 June 2019 31,200 $1.85
Restricted I Shares 18 September 2020 150,000 $1.50
Restricted J Shares 18 September 2020 250,000 $1.50
Restricted K Shares 1 December 2021 384,000 $1.90
Restricted L Shares 1 December 2021 416,000 $1.90
Restricted M Shares 14 October 2022 245,000 $1.80
Restricted N Shares 14 October 2022 245,000 $1.80

SHAREHOLDER RIGHTS
Section 78(7) of the Companies Act 1993 confers on shareholders and the Company certain rights to
apply to the court to restrain the proposed financial assistance being given.
Section 61(8) of the Companies Act 1993 confers on shareholders and the Company certain rights to
apply to the court to restrain the acquisition of the Restricted Shares.
OTHER INFORMATION
The Board will suspend the giving of any financial assistance in connection with the issue of Restricted
Shares and/or the acquisition of any Restricted Shares if:
(a) it is no longer satisfied that the Company will satisfy the solvency test set out in the
Companies Act after the giving of any financial assistance or the acquisition of any Restricted
Shares; or
(b) the Board ceases to be satisfied that:
(i) the giving of the financial assistance is of benefit to the shareholders not receiving
the assistance;
(ii) the terms and conditions under which the assistance is given are fair and
reasonable to those shareholders not receiving the assistance;
(iii) the acquisition is of benefit to the remaining shareholders; or
(iv) the terms of the acquisition and the consideration offered for the Restricted Shares
are fair and reasonable to the remaining shareholders.
The text of the board resolutions authorising the Company to provide the financial assistance and the
reasons for the directors' conclusions as required by section 79 of the Companies Act 1993 is set out in
Schedule 1 to this disclosure document.

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AGL 2022 Share Schemes
The financial assistance may be given by the Company not less than 10 working days and not more than
12 months after this disclosure document has been sent to all shareholders.
The text of the board resolutions authorising the Company to acquire Restricted Shares, the reasons for
the directors' conclusions in relation to these resolutions and the nature and the extent of any relevant
interest the directors of the Company have in the Restricted Shares subject to the acquisition as
required by section 62 of the Companies Act 1993 are set out in Schedule 2 to this disclosure document.
The acquisition of any Restricted Shares may take place not less than 10 working days and not more
than 12 months after this disclosure document has been sent to all shareholders.
If you have any questions regarding this disclosure document, please contact the Company's Company
Secretary on (09) 526 8775 or at patrick.mccann@accordant.nz



DATED: 29 September 2022


SIGNED:
For and on behalf of the board of directors

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AGL 2022 Share Schemes


SCHEDULE 1
TEXT OF BOARD RESOLUTIONS PASSED ON 28 September 2022
The text of the board resolution authorising the Company to provide the financial assistance
pursuant to section 78(1) of the Companies Act 1993 is as follows:
That the giving of the financial assistance is of benefit to those shareholders not
receiving the assistance.
That the terms and conditions under which the financial assistance is given are fair
and reasonable to those shareholders not receiving the assistance.
The reasons for the directors' conclusions in relation to the above resolutions were as follows:
(a) the issue of the Restricted Shares will align management incentives to the
benefit of all shareholders;
(b) the Restricted Shares will be issued for a fair market value;
(c) the financial assistance to be given is temporary and the amounts loaned are
secured and are required to be repaid.

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AGL 2022 Share Schemes
SCHEDULE 2
TEXT OF BOARD RESOLUTIONS PASSED ON 28 September 2022
The text of the board resolution authorising the Company to acquire the Restricted Shares
pursuant to section 61 of the Companies Act 1993 is as follows:
That the acquisition of the Restricted Shares is of benefit to the Company's remaining
shareholders.
That the terms of the acquisition and the consideration offered for the Restricted
Shares are fair and reasonable to the Company's remaining shareholders.

The reasons for the directors' conclusions in relation to the above resolutions were as follows:
(a) The acquisition of any Restricted Shares will be undertaken in accordance with
the terms of the relevant scheme.
(b) The ability of the Company to acquire or redeem shares from participants who
have ceased to be employed by the Company on the relevant date is a key
aspect of the Schemes which increases the alignment of interests between
participating senior staff and shareholders.
(c) The consideration for the acquisition of any Restricted Shares is equal to the
issue price of the relevant Restricted Shares as is specified in the terms of issue
of those Restricted Shares and will be used to repay the loans made by the
Company in respect of those Restricted Shares as is provided for in the terms of
the relevant scheme.

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AGL 2022 Share Schemes
RELEVANT INTEREST OF DIRECTORS IN THE RESTRICTED SHARES

Under the Companies Act 1993, this disclosure document is required to set out the nature and
extent of any relevant interest any director of the Company has in any Restricted Shares
proposed to be acquired. It is not expected that any Restricted Shares will be acquired from
directors over the next 12 months. However, the directors of the Company have the following
relevant interests in the Restricted Shares which could be acquired if the relevant director
ceased to be a director of the Company before the Qualification Date for the relevant Restricted
Shares held by that director:

Director Number of Restricted
Shares
Nature of Relevant Interest
Simon Bennett 960,000 Legal Owner