Capital Change Notice -- ESOP

Capital Change Notice




Section 1: Issuer information
Name of issuer Solution Dynamics Limited
NZX ticker code SDL
Class of financial product Options to acquire fully paid
ordinary shares
ISIN (If unknown, check on NZX website) NZSDLE0001S8
Currency Not applicable
Section 2: Capital change details
Number issued/acquired/redeemed 220,000 options issued, each
option for one fully paid ordinary
share
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security Nil on issue. Exercise price for
each option is $2.25 per fully
paid ordinary share
Nature of the payment (for example, cash or other
consideration)
Nil on issue. The exercise price
is payable in cash
Amount paid up (if not in full) Not applicable
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

1.495%
Calculation based on the total
number of ordinary shares in
existence immediately prior to
the issue of the options
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)
Each option has an exercise
price of $2.25.
The terms of each option are as
set out in the SDL Employee
Share Option Plan (which is
embodied in a Share Option
Deed entered into with the
relevant participant.
The options may be exercised
by the participant (in whole or
part) in the period from 3-years
to 4.5 years from the date
granted (early conversion
allowed in some circumstances
such as Company takeover).
The key employee must be
employed by Solution Dynamics
at the time of exercise and has

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

an 18-month window to exercise
from the first exercise date.
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of options to senior
managers pursuant to Solution
Dynamics’ ESOP programme
and as approved by the
Directors.
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.
15,312,606
This is made up of 14,719,810
ordinary shares of and several
tranches of ESOP options which
when exercised will enable the
holders to acquire 592,796
ordinary shares.
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
Not applicable.
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Board resolution for the
purposes of Listing Rule 4.6
(dated 27 October 2022)
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
The terms and details of
Solution Dynamics’ ESOP
programme are as outlined in its
Annual Report.
Date of issue/acquisition/redemption
2
11 November 2022
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement John McMahon
Contact person for this announcement John McMahon
Contact phone number +64-(0)21-0914 0236
Contact email address john.mcmahon@auroinvest.com
Date of release through MAP

11 November 2022




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).