Capital Change Notice

Capital Change Notice

Updated as at June 2023


Section 1: Issuer information
Name of issuer Scales Corporation Limited (Scales)
NZX ticker code SCL
Class of financial product Unquoted Performance Share Rights
(PSRs), convertible to Scales ordinary
shares pursuant to the 2023 Grant
(2023 Grant) made under Scales’
Performance Share Rights Plan (Plan).
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 322,956
Nominal value (if any) Nil
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
PSRs are issued for nil consideration.
Amount paid up (if not in full) N/A
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

The PSRs for the 2023 Grant comprise
100% of the financial products of that
class.
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)
The PSRs issued under the 2023 Grant
comprise three separate tranches.
Provided a performance hurdle has
been achieved on the vesting date for a
tranche of PSRs (being the date that is
11 trading days following the release of
Scales’ financial results for the period
ended 31 December 2025 to NZX for
Tranche One and Tranche Three and
the date on which Scales’ financial
results for the year ended 31 December
2025 are released to NZX for Tranche
Two), the PSRs will become eligible for
exercise by the participants.
On becoming exercisable, each PSR
entitles the holder to one fully paid
ordinary Scales share, subject to
adjustment in accordance with the plan
rules, ranking equally with all other
Scales ordinary shares.
The PSRs have a set exercise price of
$0.

1

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

PSRs will lapse where the performance
hurdle is not met on the vesting date or,
where the participant ceases to be
employed by Scales before the vesting
date (except in certain circumstances).
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason
for change must be identified here)
Issue of 322,956 PSRs for the 2023
Grant under the Plan.
Board resolution dated 15 December
2023.
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.
322,956 PSRs
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
Board resolution dated 15 December
2023.
NZX Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
See above.
PSRs are not transferrable (other than
in exceptional circumstances) and do
not entitle the holder to receive
dividends or other distributions, or vote
in respect of Scales ordinary shares,
although under the terms of the plan an
additional number of shares will be
issued on conversion of fully vested
PSRs to reflect dividends paid to
Scales’ shareholders prior to exercise.
Any ordinary shares issued on the valid
exercise of PSRs will rank equally with
existing ordinary shares.
Date of issue/acquisition/redemption
2
20 December 2023
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Stephen Kennelly
Contact person for this announcement Stephen Kennelly
Contact phone number +64 3 3712263
Contact email address steve.kennelly@scalescorporation.co.nz
Date of release through MAP

20 December 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).