EROAD/Announcement
EROAD logo

Capital Change Notice

Capital Change2 October 2023ERDIndustrials

Capital Change Notice

Updated as at June 2023




Section 1: Issuer information

Name of issuer EROAD Limited

NZX ticker code ERD

Class of financial product Ordinary Shares

ISIN (If unknown, check on NZX website) NZERDE0001S5

Currency NZD

Section 2: Capital change details

Number issued 29,749,556

Nominal value (if any) Not applicable

Issue price per security $0.70 per share

Nature of the payment (for example, cash or other

consideration)

Cash

Amount paid up (if not in full) Fully paid

Percentage of total class of Financial Products issued

(calculated on the number of Financial Products of the

Class, excluding any Treasury Stock, in existence)

19.208%

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)

Not applicable

Reason for issue and specific authority for issue (the

reason for change must be identified here)

Allotment under Retail Offer and

Retail Bookbuild conducted by

EROAD Limited announced on 7

September 2023 and to

institutional investors who sub-

underwrote the Entitlement Offer,

authorised by Board resolution

dated 6 September 2023

Total number of Financial Products of the Class after the

issue (excluding Treasury Stock) and the total number of

Financial Products of the Class held as Treasury Stock

after the issue.

184,631,174

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, including a reference to the

rule pursuant to which the issue is made

Directors’ resolution dated 6

September 2023. The shares are

being issued under rules 4.3.1(a)

and 4.4.1(a) of the NZX Listing

Rules

Terms or details of the issue (for example: restrictions,

escrow arrangements)

New ordinary shares which rank

equally with all other fully paid

ordinary shares

Date of issue 02/10/2023
Section 3: Authority for this announcement and contact person

Name of person


authorised to make this announcement Ksenija Chobanovich

Contact person for this announcement Ksenija Chobanovich

Contact phone number 027 203 2555

Contact email address Ksenija.Chobanovich@eroad.com

Date of release through MAP


02/10/2023

---

This appendix is available as an online form
Only use this form if the online version is not available +Rule 2.8, 3.10.3A to 3.10.3D

+ See chapter 19 for defined terms

5 June 2021 Page 1

Appendix 2A

Application for quotation of +securities

Information or documents not available now must be given to ASX as soon as available. Information

and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are seeking quotation of a new class of

+securities other than CDIs, you will need to obtain and provide an International Securities

Identification Number (ISIN) for that class. Further information on the requirement for the notification of

an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-

Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in

specific notes for certain questions. The balance of the information, where applicable, must be

provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question

no

Question Answer

1.1 *Name of entity

We (the entity here named) apply for

+quotation of the following +securities and

agree to the matters set out in

Appendix 2A of the ASX Listing Rules.

1


EROAD Limited

1.2 *Registration type and number

Please supply your ABN, ARSN, ARBN, ACN or

another registration type and number (if you supply

another registration type, please specify both the type

of registration and the registration number).

ARBN 643 840 519

1.3 *ASX issuer code ERD

1.4 *This announcement is

Tick whichever is applicable.

☒ A new announcement

☐ An update/amendment to a previous

announcement

☐ A cancellation of a previous

announcement

1.4a *Reason for update

Answer this question if your response to Q 1.4 is an

update/amendment to previous announcement.

Not applicable

1.4b *Date of previous announcement to this

update

Answer this question if your response to Q 1.4 is an

update/amendment to previous announcement.


Not applicable

1.4c *Reason for cancellation

Answer this question if your response to Q 1.4 is “A

cancellation of a previous announcement”


Not applicable


1

Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue

will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If you are in any doubt as to the

application of, or the entity’s capacity to give, this warranty, please see ASIC Regulatory Guide 173 Disclosure for on-sale of

securities and other financial products and consult your legal adviser.

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 2

1.4d *Date of previous announcement to this

cancellation

Answer this question if your response to Q 1.4 is “ A

cancellation of a previous announcement”



1.5 *Date of this announcement 2 October 2023

Part 2 – Type of issue

Question

No.

Question Answer

2.1 *The +securities to be quoted are:

Select whichever item is applicable.

If you wish to apply for quotation of different types of

issues of securities, please complete a separate

Appendix 2A for each type of issue.

☒ +Securities issued as part of a

transaction or transactions previously

announced to the market in an

Appendix 3B

☐ +Securities issued under a +dividend or

distribution plan

☐ +Securities issued, transferred or re-

classified as a result of options being

exercised or other +convertible

securities being converted

☐ Unquoted partly paid +securities that

have been fully paid up and are now to

become quoted fully paid +securities

Note: there is no need to apply for quotation of

the fully paid securities if the partly paid securities

were already quoted


☐ +Restricted securities where the escrow

period has expired or is about to expire

☐ +Securities previously issued under an

+employee incentive scheme where the

restrictions on transfer have ceased or

are about to cease

☐ +Securities issued under an +employee

incentive scheme that are not subject to

a restriction on transfer or that are to be

quoted notwithstanding there is a

restriction on transfer

☐ Other [please specify]

If you have selected ‘other’ please explain the

circumstances of the issue here:


2.1a

*Have the +securities to be quoted been

issued yet?

Yes

2.1a.1 *What was their date of issue?

Answer this question if your response to Q2.1a is

“Yes”.


2 October 2023

2.1a.2 *What is their proposed date of issue?

Answer this question if your response to Q2.1a is “No”.

Not applicable

2.2a.1 *Date of Appendix 3B notifying the market

of the proposed issue of +securities for

which quotation is now being sought

Answer this question if your response to Q2.1 is

“Securities issued as part of a transaction or

transactions previously announced to the market in an

Appendix 3B”

7 September 2023

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 3

2.2a.2 *Are there any further issues of +securities

yet to take place to complete the

transaction(s) referred to in the

Appendix 3B?

Answer this question if your response to Q2.1 is

“Securities issued as part of a transaction or

transactions previously announced to the market in an

Appendix 3B”.


No

2.2a.2.1 *Please provide details of the further issues

of +securities yet to take place to complete

the transaction(s) referred to in the

Appendix 3B

Answer this question if your response to Q2.1 is

“Securities issued as part of a transaction or

transactions previously announced to the market in an

Appendix 3B” and your response to Q2.2a.2 is “Yes”.

Please provide details of the proposed dates and

number of securities for the further issues. This may

be the case, for example, if the Appendix 3B related to

an accelerated pro rata offer with an institutional

component being quoted on one date and a retail

component being quoted on a later date.

Not applicable

2.2b.1 Date of Appendix 3A.1 lodged with ASX in

relation to the underlying +dividend or

distribution

Answer this question if your response to Q2.1 is

“Securities issued under a dividend or distribution

plan”.

Not applicable

2.2c .1 Please state the number and type of

options that were exercised or other

+convertible securities that were converted

(including their ASX security code)

Answer this question if your response to Q2.1 is

“Securities issued, transferred or re-classified as a

result of options being exercised or other convertible

securities being converted”.


Not applicable

2.2c.2 And the date the options were exercised or

other +convertible securities were

converted

Answer this question if your response to Q2.1 is

“Securities issued, transferred or re-classified as a

result of options being exercised or other convertible

securities being converted”.

Note: If this occurred over a range of dates, enter the

first date and last date of the period in which the

options were exercised or convertible securities were

converted.

Not applicable

2.2c.3 Is this all of the options or other

+convertible securities on issue of that type

(ie have all of those options now been

exercised or have all of those convertible

securities now been converted)?

Answer this question if your response to Q2.1 is

“S ecurities issued, transferred or re-classified as a

result of options being exercised or other convertible

securities being converted”.


Yes or No

Note: If you have answered “No”, consider whether

you need to lodge an Appendix 3H with ASX notifying

ASX of the cessation of some or all of the remaining

options or other convertible securities under Listing

Rule 3.10.E. This may the case, for example, if options

have lapsed because they have passed their expiry

date without being exercised, or convertible debt

securities have been repaid or redeemed without

being converted.


2.2c.4 The right of the holder of the options or

other +convertible securities to receive the

+underlying securities is being satisfied by:

Answer this question if your response to Q2.1 is

“Securities issued, transferred or re- classified as a

result of options being exercised or other convertible

securities being converted”.


☐ An issue of new +securities

☐ A transfer of existing +securities

☐ A reclassification of the +convertible

securities as securities in the same

class as the +underlying securities

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 4

2.2c.5 The underlying securities being received by

the holder are:

Answer this question if your response to Q2.1 is

“Securities issued, transferred or re-classified as a

result of options being exercised or other convertible

securities being converted”.


☐ Already quoted by ASX

☐ Intended to be, but are not yet, quoted

by ASX

☐ Are not, and are not intended to be,

quoted by ASX

2.2c.6 Were the options being exercised or other

+convertible securities being converted

issued under an +employee incentive

scheme?

Answer this question if your response to Q2.1 is “Securities

issued, transferred or re-classified as a result of options

being exercised or other convertible securities being

converted”.


Yes or No

2.2c.7 *Are any of the options being exercised or

other +convertible securities being

converted held by +key management

personnel (KMP) or an +associate?

Answer this question if your response to Q2.1 is “Securities

issued, transferred or re-classified as a result of options

being exercised or other convertible securities being

converted” and your response to Q2.2c.6 is “Yes”.


Yes or No

2.2c.7.a *Provide details of the KMP or +associates who are exercising options or converting

convertible securities.

Answer this question if your response to Q2.1 is “Securities issued, transferred or re-classified as a result of

options being exercised or other convertible securities being converted”, your response to Q2.2c.6 is “Yes” and

your response to Q2.2c.7 is “Yes”. Repeat the detail in the table below for each KMP involved. If the options or

other convertible securities are held by the KMP, repeat the name of the KMP or insert “Same” in “Name of

registered holder”. If the options or other convertible securities are held by an associate of a KMP, insert the

name of the associate in “Name of registered holder”.


Name of KMP

[200 characters]

Name of registered holder

[200 characters]

Number of options

being exercised or

other +convertible

securities being

converted

[16 characters]



2.2d.1 Please state the number and type of

unquoted partly paid +securities (including

their ASX security code) that have been

fully paid up and that are now to become

quoted on ASX

Answer this question if your response to Q2.1 is “Partly

paid securities that have been fully paid up and are

now to become quoted fully paid securities”.



2.2d.2

And the date the

+

securities were fully paid

up

Answer this question if your response to Q2.1 is “Partly

paid securities that have been fully paid up and are

now to become quoted fully paid securities”.

Note: If this occurred over a range of dates, enter the

date the last of the securities was fully paid up.


This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 5

2.2d.3 Is this all of the partly paid +securities on

issue of that type (ie have all of those partly

paid securities now been fully paid up)?

Answer this question if your response to Q2.1 is

“Unquoted partly paid securities that have been fully

paid up and are now to become quoted fully paid

securities”.


Yes or No

Note: If you have answered “No”, consider whether

you need to lodge an Appendix 3H with ASX notifying

ASX of the cessation of some or all of the remaining

partly paid securities under Listing Rule 3.10.E. This

may the case, for example, if partly paid securities that

have not had the call paid by the due date will be

cancelled. If you are an NL company, consider also

whether you have notification obligations in relation to

any forfeiture of the partly paid securities not paid up

under Listing Rule 3.12.


2.2e.1

Please state the number and type of

+restricted securities (including their ASX

security code) where the escrow period has

expired or is about to expire

Answer this question if your response to Q2.1 is

“Restricted securities where the escrow period has

expired or is about to expire”.


Not applicable

2.2e.2 And the date the escrow restrictions have

ceased or will cease

Answer this question if your response to Q2.1 is

“Restricted securities where the escrow period has

expired or is about to expire”.

Note: If this occurred over a range of dates, enter the

date the last of the escrow restrictions has ceased or

will cease.

Not applicable

2.2f.1 Please state the number and type of

+securities (including their ASX security

code) previously issued under the

+employee incentive scheme where the

restrictions on transfer have ceased or are

about to cease

Answer this question if your response to Q2.1 is

“Securities previously issued under an employee

incentive scheme where the restrictions on transfer

have ceased or are about to cease”.


Not applicable

2.2f.2

And the date the restrictions on transfer

have ceased or will cease:

Answer this question if your response to Q2.1 is

“Securities previously issued under an employee

incentive scheme where the restrictions on transfer

have ceased or are about to cease”.

Note: If this occurred over a range of dates, enter the

date the last of the restrictions on transfer has ceased

or will cease.


Not applicable

2.2g.1 Please state the number and type of

+securities (including their ASX security

code) issued under the +employee

incentive scheme that are not subject to a

restriction on transfer or that are to be

quoted notwithstanding there is a restriction

on transfer

Answer this question if your response to Q2.1 is

“Securities issued under an employee incentive

scheme that are not subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.


Not applicable

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 6

2.2g.2 *Please attach a document or provide

details of a URL link for a document lodged

with ASX detailing the terms of the

+employee incentive scheme or a summary

of the terms.

Answer this question if your response to Q2.1 is

“Securities issued under an employee incentive

scheme that are not subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.


Not applicable

2.2g.3

*Are any of these +securities being issued

to +key management personnel (KMP) or

an +associate

Answer this question if your response to Q2.1 is

“Securities issued under an employee incentive

scheme that are not subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.

Not applicable

2.2g.3.a *Provide details of the KMP or +associates being issued +securities.

Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are

not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”

and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If

the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered

holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of

registered holder”.


Name of KMP

[200 characters]

Name of registered holder

[200 characters]

Number of +securities

[16 characters]



2.2h.1 *Were the +securities issued for a cash

consideration?

Answer this question if your response to Q2.1 is

“Other”.

If the securities are being issued for nil cash

consideration, answer this question “No”.


Not applicable

2.2h.1.a *In what currency was the cash

consideration paid?

Answer this question if your response to Q2.1 is

“Other” and your response to Q2.2h.1 is “Yes”.

For example, if the consideration is being paid in

Australian Dollars, state AUD.


Not applicable

2.2h.1.b *What was the issue price per +security

Answer this question if your response to Q2.1 is

“Other” and your response to Q2.2h.1 is “Yes”, and by

reference to the issue currency provided in your

response to Q2.2h.1.a.

Note: you cannot enter a nil amount here. If the

securities are being issued for nil cash consideration,

answer Q2.2h.1 as “No” and complete Q2.2h.1.c.


Not applicable

2.2h.1.c Please describe the consideration provided

for the +securities

Answer this question if your response to Q2.1 is

“Other” and your response to Q2.2h.1 is “No”.


Not applicable

2.2h.1.d

Please provide an estimate (in AUD) of the

value of the consideration provided per

+security for the +securities to be quoted

Answer this question if your response to Q2.1 is

“Other” and your response to Q2.2h.1 is “No”.


Not applicable

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 7

2.2h.2 *The purpose(s) for which the entity is

issuing the +securities is:

Answer this question if your response to Q2.1 is

“Other”.

You may select one or more of the items in the list.


☐ To raise additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered

[provide details below]

☐ Other [provide details below]


Additional details:



2.2h.3 *Please provide any further information

needed to understand the circumstances in

which you are applying to have these

+securities quoted on ASX, including why

the issue of the +securities has not been

previously announced to the market in an

Appendix 3B

You must answer this question if your response to

Q2.1 is “Other”. If there is no other information to

provide, please answer “Not applicable” or “N/A”.

Not applicable

2.2i *Have these +securities been offered under

a +disclosure document or +PDS?

Answer this question if your response to Q2.1 is

“Other”.

Not applicable

2.2i.1 *Date of +disclosure document or +PDS?

Answer this question if your response to Q2.1 is

“Other” and your response to Q2.2i is “Yes”.

Under the Corporations Act, the entity must apply for

quotation of the securities within 7 days of the date of

the disclosure document or PDS.


Not applicable

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 8

2.3 *Any on-sale of the +securities to be quoted

within 12 months of their date of issue will

comply with the secondary sale provisions

in sections 707(3) and 1012C(6) of the

Corporations Act by virtue of:

Answer this question if your response to Q2.1 is

“Other” and your response to Q2.2i is “No”.

Note: Under Appendix 2A of the Listing Rules, when

the entity applies for quotation of securities, it gives a

warranty that an offer of the securities for sale within

12 months after their issue will not require disclosure

under section 707(3) or 1012C(6) of the Corporations

Act.

If you are in any doubt as to the application of, or the

entity’s capacity to give, this warranty, please see

ASIC Regulatory Guide 173 Disclosure for on-sale of

securities and other financial products and consult

your legal adviser.


☐ The publication of a +disclosure

document or +PDS for the +securities

to be quoted

☐ The publication of a cleansing notice

under section 708A(5), 708AA(2)(f),

1012DA(5) or 1012DAA(2)(f)

☐ The publication of a +disclosure

document or +PDS involving the same

class of securities as the +securities to

be quoted that meets the requirements

of section 708A(11) or 1012DA(11)

☐ An applicable ASIC instrument or class

order

☐ Not applicable – the entity has

arrangements in place with the holder

that ensure the securities cannot be on-

sold within 12 months in a manner that

would breach section 707(3) or

1012C(6)

Note: Absent relief from ASIC, a listed entity can only

issue a cleansing notice where trading in the relevant

securities has not been suspended for more than

5 days during the shorter of: (a) the period during

which the class of securities are quoted; and (b) the

period of 12 months before the date on which the

relevant securities under the offer were issued.


2.4 *The +securities to be quoted are:

Tick whichever is applicable

☒ Additional +securities in a class that is

already quoted on ASX ("existing

class")

☐ New +securities in a class that is not yet

quoted on ASX ("new class")


This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 9

Part 3A – number and type of +securities to be quoted (existing class or

new class) where issue has previously been notified to ASX in

an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is “Securities issued as part of a transaction or transactions

previously announced to the market in an Appendix 3B”.

Question

No.


Question Answer

3A.1 *ASX security code & description ERD – Ordinary Shares

3A.2 *Number of +securities to be quoted 29,749,556

3A.3 Any other information the entity wishes to

provide about the +securities to be quoted

Not applicable

3A.4 *Provide a distribution schedule for the new +securities according to the categories set out

in the left hand column – including the number of recipients and the total percentage of the

new +securities held by the recipients in each category.

Number of +securities held Number of holders Total percentage of

+securities held

1 – 1,000

1,001 – 5,000

5,001 – 10,000

10,001 – 100,000

100,001 and over

Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not

have to answer this question), your response to Q2.4 is “new class” and the securities to be quoted have already

been issued.

Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to

ASX a list of the 20 largest recipients of the new securities, and the number and percentage of the new securities

received by each of those recipients, and a distribution schedule for the securities when they are issued.



This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 10

Part 3B – number and type of +securities to be quoted (existing class)

where issue has not previously been notified to ASX in an

Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than “Securities issued as part of a transaction or

transactions previously announced to the market in an Appendix 3B” and your response to Q2.4 is “existing class”. If your

response to Q2.1 is “Securities issued, transferred or re-classified as a result of options being exercised or other convertible

securities being converted”, the questions in this part relate to the securities being issued, transferred or reclassified as a result

of the exercise of the options or the conversion of the convertible securities. If your response to Q2.1 is “Unquoted partly paid

securities that have been fully paid up and are now to become quoted fully paid securities”, the questions in this part relate to

the fully paid securities arising from that payment up. Otherwise, the questions in this part relate to the securities issued by the

entity which are to be quoted on ASX and which are described in the response to Q2.1.

Question

No.


Question Answer

3B.1 *ASX security code & description

3B.2 *Number of +securities to be quoted

3B.3a *Will the +securities to be quoted rank

equally in all respects from their issue date

with the existing issued +securities in that

class?

Yes or No

3B.3b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3B.3a is

“No”.


Yes or No

3B.3c *Provide the actual non-ranking end date

Answer this question if your response to Q3B.3a is

“No” and your response to Q3B.3b is “Yes”.



3B.3d *Provide the estimated non-ranking end

period

Answer this question if your response to Q3B.3a is

“No” and your response to Q3B.3b is “No”.



3B.3e *Please state the extent to which the

+securities do not rank equally:

• in relation to the next dividend,

distribution or interest payment; or

• for any other reason

Answer this question if your response to Q3B.3a is

“No”.

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.



3B.4 Any other information the entity wishes to

provide about the +securities to be quoted



This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 11

Part 3C – number and type of +securities to be quoted (new class)

where issue has not previously been notified to ASX in an

Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than “Securities issued as part of a transaction or

transactions previously announced to the market in an Appendix 3B” and your response to Q2.4 is “new class”. If your response

to Q2.1 is “Securities issued, transferred or re-classified as a result of options being exercised or other convertible securities

being converted”, the questions in this part relate to the securities being issued, transferred or reclassified as a result of the

exercise of the options or the conversion of the convertible securities. If your response to Q2.1 is “Unquoted partly paid

securities that have been fully paid up and are now to become quoted fully paid securities”, the questions in this part relate to

the fully paid securities arising from that payment up. Otherwise, the questions in this part relate to the securities issued by the

entity which are to be quoted on ASX and which are described in the response to Q2.1.

Question

No.

Question Answer

3C.1 *Security description

3C.2 *Security type

Select one item from the list that best describes the

securities the subject of this form. This will determine

more detailed questions to be asked about the security

later in this section. Select “ordinary fully or partly paid

shares/units” for stapled securities or CDIs. For

interest rate securities, please select the appropriate

choice from either “Convertible debt securities” or

“Non-c onvertible debt securities”. Select “Other” for

performance shares/units and performance

options/rights o r if the selections available in the list do

not appropriately describe the security being issued.

☐ Ordinary fully or partly paid shares/units

☐ Options

☐ +Convertible debt securities

☐ Non-convertible +debt securities

☐ Redeemable preference shares/units

☐ Wholesale debt securities

☐ Other

3C.3 ISIN code

Answer this question if you are an entity incorporated

outside Australia and you are seeking quotation of a

new class of securities other than CDIs. See also the

note at the top of this form.


3C.4 *Number of +securities to be quoted

3C.5a *Will all the +securities issued in this class

rank equally in all respects from the issue

date?

Yes or No

3C.5b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3C.5a is

“No”.

Yes or No

3C.5c *Provide the actual non-ranking end date

Answer this question if your response to Q3C.5a is

“No” and your response to Q3C.5b is “Yes”.


3C.5d *Provide the estimated non-ranking end

period

Answer this question if your response to Q3C.5a is

“No” and your response to Q3C.5b is “No”.

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 12

3C.5e *Please state the extent to which the

+securities do not rank equally:

• in relation to the next dividend,

distribution or interest payment; or

• for any other reason

Answer this question if your response to Q3C.5a is

“No”.

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.


3C.6 Please attach a document or provide a URL

link for a document lodged with ASX setting

out the material terms of the +securities to

be quoted

You may cross-reference a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released to the ASX Market Announcements

Platform.



3C.7

*Have you received confirmation from ASX

that the terms of the +securities are

appropriate and equitable under listing rule

6.1?

Answer this question only if you are an ASX Listing.

(ASX Foreign Exempt Listings and ASX Debt Listings

do not have to answer this question).

If your response is “No” and the securities have any

unusual terms, you should approach ASX as soon as

possible for confirmation under listing rule 6.1 that the

terms are appropriate and equitable.

Yes or No

3C.8

*Provide a distribution schedule for the new +securities according to the categories set out

in the left hand column – including the number of recipients and the total percentage of the

new +securities held by the recipients in each category.

Number of +securities held Number of holders Total percentage of

+securities held

1 – 1,000

1,001 – 5,000

5,001 – 10,000

10,001 – 100,000

100,001 and over

Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not

have to answer this question) and the securities to be quoted have already been issued.

Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to

ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new

+securities received by each of those recipients, and a distribution schedule for the securities when they are

issued.

3C.9a Ordinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 3C.2.

*+ Security currency

This is the currency in which the face amount of an

issue is denominated. It will also typically be the

currency in which distributions are declared.


*Will there be CDIs issued over the

+securities?

Yes or No

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 13

*CDI ratio

Answer this question if you answered “Yes” to the

previous question. This is the ratio at which CDIs can

be transmuted into the underlying security (e.g. 4:1

means 4 CDIs represent 1 underlying security

whereas 1:4 means 1 CDI represents 4 underlying

securities).

X:Y

*Is it a partly paid class of +security? Yes or No

*Paid up amount: unpaid amount

Answer this question if answered “Yes” to the

previous question.

The paid up amount represents the amount of

application money and/or calls which have been paid

on any security considered ‘partly paid’

The unpaid amount represents the unpaid or yet to

be called amount on any security considered ‘partly

paid’.

The amounts should be provided per the security

currency (e.g. if the security currency is AUD, then

the paid up and unpaid amount per security in AUD).

X:Y

*Is it a stapled +security?

This is a security class that comprises a number of

ordinary shares and/or ordinary units issued by

separate entities that are stapled together for the

purposes of trading.

Yes or No

3C.9b Option details

Answer the questions in this section if you selected this security type in your response to Question 3C.2.

*+ Security currency

This is the currency in which the exercise price is

payable.


*Exercise price

The price at which each option can be exercised and

convert into the underlying security.

The exercise price should be provided per the

security currency (i.e. if the security currency is AUD,

the exercise price should be expressed in AUD).


*Expiry date

The date on which the options expire or terminate.


*Details of the number and type of

+security (including its ASX security code

if the +security is quoted on ASX) that will

be issued if an option is exercised

For example, if the option can be exercised to receive

one fully paid ordinary share with ASX security code

ABC, please insert “One fully paid ordinary share

(ASX:ABC)”.

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 14

3C.9c Details of non-convertible +debt securities, +convertible debt securities, or

redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question

3C.2.

Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted

Debt and Hybrid Securities” for further information on certain terms used in this section

*Type of +security

Select one item from the list

☐ Simple corporate bond

☐ Non-convertible note or bond

☐ Convertible note or bond

☐ Preference share/unit

☐ Capital note

☐ Hybrid security

☐ Other

*+ Security currency

This is the currency in which the face value of the

security is denominated. It will also typically be the

currency in which interest or distributions are paid.


Face value

This is the principal amount of each security.

The face value should be provided per the security

currency (i.e. if security currency is AUD, then the

face value per security in AUD).


*Interest rate type

Select one item from the list

Select the appropriate interest or dividend rate type

per the terms of the security. Definitions for each type

are provided in the Guide to the Naming Conventions

and Security Descriptions for ASX Quoted Debt and

Hybrid Securities

☐ Fixed rate

☐ Floating rate

☐ Indexed rate

☐ Variable rate

☐ Zero coupon/no interest or dividend

☐ Other

Frequency of coupon/interest/dividend

payments per year

Select one item from the list.

☐ Monthly

☐ Quarterly

☐ Semi-annual

☐ Annual

☐ No coupon/interest payments

☐ Other

First interest/dividend payment date

A response is not required if you have selected “No

coupon/interest payments” in response to the

question above on the frequency of coupon/interest

payments


Interest/dividend rate per annum

Answer this question if the interest rate type is fixed.

% p.a.

*Is the interest/dividend rate per annum

estimated at this time?

Answer this question if the interest rate type is fixed.

Yes or No

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 15

If the interest/dividend rate per annum is

estimated, then what is the date for this

information to be announced to the market

(if known)

Answer this question if the interest rate type is fixed

and your response to the previous question is “Yes”.

Answer “Unknown” if the date is not known at this

time.


*Does the interest rate include a reference

rate, base rate or market rate (e.g. BBSW

or CPI)?

Answer this question if the interest rate type is

floating or indexed.

Yes or No

*What is the reference rate, base rate or

market rate?

Answer this question if the interest rate type is

floating or indexed and your response to the previous

question is “Yes”.



*Does the interest/dividend rate include a

margin above the reference rate, base rate

or market rate?

Answer this question if the interest rate type is

floating or indexed.


Yes or No

*What is the margin above the reference

rate, base rate or market rate (expressed

as a percent per annum)

Answer this question if the interest rate type is

floating or indexed and your response to the previous

question is “Yes”.

% p.a.

*S128F of the Income Tax Assessment

Act status applicable to the +security

Select one item from the list

For financial products which are likely to give rise to a

payment to which s128F of the Income Tax

Assessment Act applies, ASX requests issuers to

confirm the s128F status of the security:

• “s128F exempt” means interest payments are not

taxable to non-residents;

• “Not s128F exempt” means interest payments are

taxable to non-residents;

• “s128F exemption status unknown” means the

issuer is unable to advise the status;

• “Not applicable” means s128F is not applicable to

this security

☐ s128F exempt

☐ Not s128F exempt

☐ s128F exemption status unknown

☐ Not applicable


*Is the +security perpetual (i.e. no maturity

date)?

Yes or No

*Maturity date

Answer this question if the security is not perpetual

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 16

*Select other features applicable to the

+security

Up to 4 features can be selected. Further information

is available in the Guide to the Naming Conventions

and Security Descriptions for ASX Quoted Debt and

Hybrid Securities.

☐ Simple

☐ Subordinated

☐ Secured

☐ Converting

☐ Convertible

☐ Transformable

☐ Exchangeable

☐ Cumulative

☐ Non-Cumulative

☐ Redeemable

☐ Extendable

☐ Reset

☐ Step-Down

☐ Step-Up

☐ Stapled

☐ None of the above

*Is there a first trigger date on which a

right of conversion, redemption, call or put

can be exercised (whichever is first)?

Yes or No

*If yes, what is the first trigger date

Answer this question if your response to the previous

question is “Yes”.


Details of the number and type of +security

(including its ASX security code if the

+security is quoted on ASX) that will be

issued if the +securities to be quoted are

converted, transformed or exchanged (per

1 new +security)

Answer this question if the security features include

“converting”, “convertible”, “transformable” or

“exchangeable”.

For example, if the security can be converted into

1,000 fully paid ordinary shares with ASX security

code ABC, please insert “1,000 fully paid ordinary

shares (ASX:ABC)”.


3C.9d Details of wholesale debt securities

Answer the questions in this section if you selected this security type in your response to Question Q3C.2.

Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX

Quoted Debt and Hybrid Securities” for further information on certain terms used in this section


CFI

FISN

*+Security currency

This is the currency in which the face value of the

security is denominated. It will also typically be the

currency in which interest or distributions are paid.



Total principal amount of class

Face value

This is the offer / issue price or value at which the

security was offered on issue.


This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 17

Number of +securities

This should be the total principal amount of class

divided by the face value



*Interest rate type

Select the appropriate interest rate type per the terms

of the security. Definitions for each type are provided

in the Guide to the Naming Conventions and Security

Descriptions for ASX Quoted Debt and Hybrid

Securities.


☐ Fixed rate

☐ Floating rate

☐ Fixed to floating

☐ Floating to fixed

*Frequency of coupon/interest payments

per year

Select one item from the list. The number of interest

payments to be made per year for a wholesale debt

security.


☐ Monthly

☐ Quarterly

☐ Semi-annual

☐ Annual

☐ No payments

*First interest payment date

A response is not required if you have selected “No

payments” in response to the question above on the

frequency of coupon/interest payments.



*Interest rate per annum

A response is not required if you have selected “No

payments” in response to the question above on the

frequency of coupon/interest payments. The rate

represents the total rate for the first payment period

which may include a reference or base rate plus a

margin rate and other adjustment factors where

applicable, stated on a per annum basis. If the rate is

only an estimate at this time please enter an

indicative rate and provide the actual rate once it has

become available.


%

*Maturity date

The date on which the security matures.


Class type description


*S128F of the Income Tax Assessment

Act status applicable to the +security

Select one item from the list

For financial products which are likely to give rise to a

payment to which s128F of the Income Tax

Assessment Act applies, ASX requests issuers to

confirm the s128F status of the security:

• “s128F exempt” means interest payments are not

taxable to non-residents;

• “Not s128F exempt” means interest payments are

taxable to non-residents;

• “s128F exemption status unknown” means the

issuer is unable to advise the status;

“Not applicable” means s128F is not applicable to this

security


☐ s128F exempt

☐ Not s128F exempt

☐ s128F exemption status unknown

☐ Not applicable


3C.10 Any other information the entity wishes to

provide about the +securities to be quoted

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 18

Part 4 – Issued capital following quotation

Following the quotation of the +securities the subject of this application, the issued capital of the entity

will comprise:


Note: the figures provided in the tables in sections 4.1 and 4.2 below are used to calculate the total market capitalisation of the

entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by

the entity.

If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 4.1 and

include in the table in section 4.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX).

Restricted securities should only be included in the table in section 4.1 if you are applying to have them quoted because the

escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 4.2.


4.1

*Quoted +securities (total number of each +class of +securities quoted on ASX following

the +quotation of the +securities the subject of this application)


ASX security code and description Total number of +securities on issue

ERD – Ordinary fully paid foreign exempt NZX



184,631,174


4.2 *Unquoted +securities (total number of each +class of +securities issued but not quoted

on ASX):

ASX security code and description Total number of +securities on issue

ERDAA: Performance share rights




2,643,963


Part 5 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt

Listings do not need to complete this Part) and your response to Q2.1 is:

- “Securities issued under a dividend/distribution plan”;

- “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be

quoted notwithstanding there is a restriction on transfer”; or

- “Other”.

Note that if your response to Q2.1 is “Securities issued as part of a transaction or transactions previously announced to the

market in an Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.

Question

No.

Question Answer

5.1 *Are the +securities being issued under an

exception in Listing Rule 7.2 and therefore

the issue does not need any security holder

approval under Listing Rule 7.1?

Yes or No

5.1a Enter the number of the applicable

exception in Listing Rule 7.2

Answer this question is your response to Q5.1 is “Yes”

Note this should be a number between 1 and 17.



This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 19

5. 1a.1 *Does the +dividend or distribution plan

meet the requirement of listing rule 7.2

exception 4 that it does not impose a limit

on participation?

Answer this question if your response to Q5.1 is “Yes”

and your response to Q5.1a is “4”.

Note: Exception 4 only applies where security holders

are able to elect to receive all of their dividend or

distribution as securities. For example, Exception 4

would not apply in the following circumstances: 1) The

entity has specified a dollar limit on the level of

participation e.g. security holders can only participate

to a maximum value of $x in respect of their

entitlement, or 2) The entity has specified a maximum

number of securities that can participate in the plan

e.g. security holders can only receive securities in lieu

of dividend payable for x number of securities.


Yes or No

5.2 *Has the entity obtained, or is it obtaining,

+security holder approval for the issue

under listing rule 7.1?

Answer this question if the response to Q5.1 is “No”.

Yes or No

5.2a *Date of meeting or proposed meeting to

approve the issue under listing rule 7.1

Answer this question if the response to Q5.1 is “No”

and the response to Q5.2 is “Yes”.



5.2b *Are any of the +securities being issued

without +security holder approval using the

entity’s 15% placement capacity under

listing rule 7.1?

Answer this question if the response to Q5.1 is “No”

and the response to Q5.2 is “No”.


Yes or No

5.2b.1 *How many +securities are being issued

without +security holder approval using the

entity’s 15% placement capacity under

listing rule 7.1?

Answer this question if the response to Q5.1 is “No”,

the response to Q5.2 is “No” and the response to

Q5.2b is “Yes”.

If the response to Q5.2b is “Yes”, please complete and

separately send by email to your ASX listings

compliance adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to

issue that number of securities.



5.2c *Are any of the +securities being issued

without +security holder approval using the

entity’s additional 10% placement capacity

under listing rule 7.1A (if applicable)?

Answer this question if the response to Q5.1 is “No”

and the response to Q5. 2 is “No”.


Yes or No or n/a

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 20

5.2c.1 *How many +securities are being issued

without +security holder approval using the

entity’s additional 10% placement capacity

under listing rule 7.1A?

Answer this question if the response to Q5.1 is “No”,

the response to Q5.2 is “No” and the response to

Q5.2c is “Yes”.

If the response to Q5.2c is “Yes”, please complete and

separately send by email to your ASX listings

compliance adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.



Introduced 01/12/19; amended 31/01/20; 05/06/21

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.