Capital Change Notice – Share Rights

Capital Change Notice




Section 1: Issuer information
Name of issuer Freightways Group Limited
NZX ticker code FRW
Class of financial product Unlisted Share Rights
ISIN (If unknown, check on NZX website) Not applicable
Currency NZD
Section 2: Capital change details
Number issued 152,160 Share Rights
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security No cash consideration is
payable for the issue of the
Share Rights.
Nature of the payment (for example, cash or other
consideration)
Not applicable
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

63%
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)
See terms of issue below.
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
The Share Rights are issued
under the Freightways Group
Limited Long Term Incentive
Scheme.
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.
392,006 unlisted Share Rights.
392,006 ordinary shares if all
Share Rights vest and are
exercised.
There is no treasury stock.
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 approval and Listing
Rule 4.6.1.


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

Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
The Share Rights are eligible to vest at
the end of a 3-year vesting period
ending 30 June 2025 ("Vesting
Period"). Vesting of the Share Rights is
subject to the satisfaction of the
following two hurdles:
(1) 50% of the Share Rights are subject
to an absolute Total Shareholder
Return (TSR), whereby half these
Share Rights vest if the Company
outperforms the NZX50 index
median, pro-rated up to 100%
vesting at the 75
th
percentile of the
index constituents, over the Vesting
Period; and
(2) 50% of the Share Rights are subject
to the Company's relative TSR
target of profit performance above
the cost of capital over the Vesting
Period, as set by the Board of
Directors.
Upon vesting, each Share Right can be
converted into one ordinary share in
Freightways on exercise for no cash
payment.
On exercise the holder will be
responsible for any tax obligations
applicable to the remuneration the
shares represent.
The Share Rights are non-transferable.

Date of issue/acquisition/redemption
2
17 May 2023
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Stephan Deschamps
Contact person for this announcement As above
Contact phone number +64 27 562 5666
Contact email address Stephan.deschamps@freightways.co.nz
Date of release through MAP

17 May 2023




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).