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Capital Change Notice

Capital Change24 October 2023MELUtilities

Release






M e r i d i a n E n e r g y L i m i t e d ( A R B N 1 5 1 8 0 0 3 9 6 ) A c o m p a n y i n c o r p o r a t e d i n N e w Z e a l a n d

287-2 9 3 D u r h a m S t r e e t N o r t h , C h r i s t c h u r c h 8 0 1 3


m e r i d i a n e n e r g y . c o . n z

Stock Exchange Listings NZX (MEL) ASX (MEZ)

Capital Change Notice


24 October 2023

Meridian Energy Limited provides the attached Capital Change Notice pursuant to NZX listing rule

3.13.1. This Notice relates to the issue of 866,246 performance share rights for senior executives and

members of Meridian’s senior management. The performance share rights are being issued pursuant to

the Meridian Executive Long-Term Incentive Scheme.



ENDS

Jason Woolley

General Counsel and Company Secretary

Meridian Energy Limited



For investor relations queries, please contact:

Owen Hackston

Investor Relations Manager

021 246 4772

For media queries, please contact:

Philip Clark

External Communications Advisor

022 589 1052

---

Capital Change Notice

Updated as at 17 October 2021



Section 1: Issuer information

Name of issuer Meridian Energy Limited

NZX ticker code MEL

Class of financial product Share rights which give the holder

options to acquire ordinary shares

ISIN (If unknown, check on NZX website) NZMELE0002S7

Currency NZD

Section 2: Capital change details

Number issued/acquired/redeemed 866,246

Nominal value (if any) Nil

Issue/acquisition/redemption price per security No consideration is payable for the

issue of the share rights.

Nature of the payment (for example, cash or other

consideration)

Nil

Amount paid up (if not in full) Nil

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


If all share rights vest and the options

are exercised, 0.0335% of the

ordinary shares in Meridian Energy

Limited (based on the number of

ordinary shares currently on issue)

plus the Dividend Adjustment

(described at 'Principal terms of

Conversion' below).

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 Share Right entitles the holder,

upon the vesting and exercise of the

Share Right, to one ordinary share in

the Company. Each Share Right also

entitles the holder to an additional

number of shares equal to the value of

gross cash dividends per share which

would have been paid to a New

Zealand tax resident who held a share

for the duration of the vesting period,

calculated using a 10-day volume

weighted average price (Dividend

Adjustment).

The number of Share Rights that vest

depend on Meridian Energy Limited’s

total shareholder return over a 3-year

performance period from 1 July 2024

to 30 June 2026, relative to the

company’s cost of equity and


1

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

performance of the S&P/NZX50 index
over the same period.

Share Rights will lapse where the

performance hurdles are not met.

Share Rights will also lapse if the

holder ceases to be employed by

Meridian during the vesting period

subject to the Board’s discretion to

determine that Share Rights will vest

on death, redundancy, total

permanent illness, injury or any other

circumstance the Board determines.

There is no amount payable by

holders on grant or vesting of the

Share Rights or on the transfer of

shares.

Share Rights do not entitle the holder

to receive dividends or other

distributions from shares or to vote in

respect of shares.

Holders of Share Rights cannot

transfer the Share Rights.

The ordinary shares transferred upon

the vesting and exercise of Share

Rights will rank equally with all other

ordinary shares then on issue.

Reason for issue/acquisition/redemption and specific

authority for issue/acquisition/redemption/ (the reason

for change must be identified here)

Issued under the Meridian Energy

Limited Long Term Incentive Plan,

approved by the Meridian Board on 23

August 2019.

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.

2,226,405 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

Meridian Energy Limited Executive

Long Term Incentive Scheme Rules

and Board Resolution for the

purposes of Listing Rule 4.6.1, dated

11 October 2023.

Terms or details of the issue, acquisition, or redemption

(for example: restrictions, escrow arrangements)

See 'Principal terms of Conversion'

above.

The terms and details of the issue are

contained in the Meridian Energy

Limited Long Term Incentive Scheme

Rules.


Capital Change Notice


Updated as at 17 October 2021

Date of issue/acquisition/redemption

2

24 October 2023

Section 3: Authority for this announcement and contact person

Name of person


authorised to make this

announcement

Jason Woolley

Contact person for this announcement Jason Woolley

Contact phone number +64 21 309 962

Contact email address Jason.Woolley@meridianenergy.co.nz

Date of release through MAP


24 October 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).

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted

Equity Securities

1 / 6

Announcement Summary

Entity name

MERIDIAN ENERGY LIMITED

Date of this announcement

Tuesday October 24, 2023

The +securities the subject of this notification are:

Total number of +securities to be issued/transferred

ASX +security

codeSecurity description

Total number of

+securities to be

issued/transferredIssue date

MEZAJPERFORMANCE SHARE RIGHTS866,24624/10/2023

Refer to next page for full details of the announcement

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted

Equity Securities

2 / 6

Part 1 - Entity and announcement details

1.1 Name of entity

MERIDIAN ENERGY LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ARBN

Registration number

151800396

1.3 ASX issuer code

MEZ

1.4 The announcement is

1.5 Date of this announcement

24/10/2023

New announcement

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted

Equity Securities

3 / 6

Part 2 - Issue details

2.1 The +securities the subject of this notification are:

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and

which:

has an existing ASX security code ("existing class")

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted

Equity Securities

4 / 6

Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to

ASX in an Appendix 3B

ASX +security code and description

MEZAJ : PERFORMANCE SHARE RIGHTS

Date the +securities the subject of this notification were issued

24/10/2023

Will these +securities rank equally in all respects from their issue date with the existing issued

+securities in that class

Were any of the +securities issued to +key management personnel (KMP) or an +associate?

Provide details of the KMP or +associates being issued +securities.

Name of KMPName of registered holderNumber of +securities

Neal BarclayNeal Barclay

142,180

Jason SteinJason Stein

46,924

Guy WaiparaGuy Waipara

49,706

Mike RoanMike Roan

59,124

Tania PalmerTania Palmer

46,924

Lisa HannifinLisa Hannifin

47,248

Chris EwersChris Ewers

37,868

Claire ShawClaire Shaw

33,784

Jason WoolleyJason Woolley

35,734

Bharat RatanpalBharat Ratanpal

36,488

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme

or a summary of the terms

A summary of the terms of the Company's Long Term Incentive Scheme is set out in the remuneration section on pages

135-136 and Note F on page 239 of the Company's 2023 Integrated Report:

https://announcements.asx.com.au/asxpdf/20230829/pdf/05t5t4vnxn0xg4.pdf

Yes

Yes

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted

Equity Securities

5 / 6

Any other information the entity wishes to provide about the +securities the subject of this notification

Issue details

Number of +securities

866,246

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted

Equity Securities

6 / 6

Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of

the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one

application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

ASX +security code and description

Total number of

+securities on issue

MEZ : ORDINARY FULLY PAID FOREIGN EXEMPT NZX1,266,374,569

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

MEZAK : TREASURY STOCK1,565,008

MEZAI : ORDINARY FULLY PAID1,318,674,646

MEZAJ : PERFORMANCE SHARE RIGHTS2,226,405

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.