Capital Change Notice

Capital Change Notice

Updated as at June 2023


Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A, Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer Black Pearl Group Limited
NZX ticker code BPG
Class of financial product Unquoted Restricted Share
Units (RSUs) to subscribe for
ordinary shares in BPG under
the Key Personnel Restricted
Share Unit Plan Rules (RSU
Plan Rules) and each RSU
participant’s letter of invitation
(Letter of Invitation)
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 2,507,408 RSUs
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
Non-cash consideration is
provided in the form of
services rendered by key
personnel of BPG.
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

100%
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)
Exercise: On the exercise of
the RSUs, BPG will issue one
ordinary share in BPG for
every one RSU that vests.
Exercise Price: The exercise
price for the RSUs granted to
participants on or before the
date of this notice is nil.
Ranking: Any ordinary shares
issued by BPG on the exercise
of the RSUs will rank equally in
all respects with all other

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

ordinary shares on issue in
BPG.
Vesting Date: As specified in
each employee’s Letter of
Invitation.
Lapse Date: The earlier of the
date in which the employee
ceases to be employed by
BPG (or any subsidiary of
BPG) or three years after the
RSUs vest.
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
The RSUs are issued to
incentivise key BPG personnel
in a manner aligned with the
interests of the company and
BPG shareholders.
Authorised by the Board of
BPG under the RSU Plan
Rules.

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.
2,507,408 RSUs
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 resolutions, NZX Listing
Rules 4.2.1 and NZ Listing
Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
The RSUs issued in
accordance with the terms set
out in the RSU Plan Rules and
each RSU participant’s Letter
of Invitation.
Other terms are detailed
above.
Date of issue/acquisition/redemption
2
17 June 2024
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Karen Cargill
Contact person for this announcement Karen Cargill
Contact phone number +64 21 135 5183
Contact email address karen.cargill@blackpearl.com
Date of release through MAP 17 June 2024


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).