Capital Change Notice

Capital Change Notice

Updated as at June 2023


Section 1: Issuer information
Name of issuer Black Pearl Group Limited
NZX ticker code BPG
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZBPGE0004S2
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 17,500 Ordinary Shares and 60,000
Unquoted Restricted Shares (Restricted
Shares)
Nominal value (if any) N/A
Issue/acquisition/redemption price per security The Ordinary Shares were issued at a nil
value.
The Restricted Shares were issued at a
value of NZ$1.00 each, being a 20-
business day volume-weighted average
price calculated at the date of Jyllene
Miller’s letter of appointment. No cash
consideration is required to be paid for the
Restricted Shares to convert to Ordinary
Shares in BPG.
Nature of the payment (for example, cash or other
consideration)
For the Ordinary Shares, non-cash
consideration provided in the form of
services rendered by key personnel of
BPG.
For the Restricted Shares, non-cash
consideration provided in the form of
Jyllene Miller agreeing to join the BPG
board of directors and services to be
rendered as a director 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

As at the date of this notice, BPG has a
total of 53,380,866 Ordinary Shares on
issue and a total of 263,428 Restricted
Shares on issue.

The issuance of the Ordinary Shares and
Restricted Shares represents 0.14% of the
total class of Ordinary Shares (being the
total number of Ordinary Shares on issue
should all Restricted Shares be converted
into Ordinary Shares).
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
Exercise: On the vesting and conversion
of the Restricted Shares, BPG will issue

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

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)
one Ordinary Share in BPG for every one
Restricted Share that vests.
Exercise Price: The exercise price for a
Restricted Share is nil.
Ranking: Any Ordinary Shares issued on
the exercise of the Restricted Shares will
rank equally in all respects with all other
Ordinary Shares on issue.
Vesting and Conversion Dates: The
Restricted Shares vest and automatically
convert:
• 50% on the 1 year anniversary of the
appointment date; and
• 50% on 2 year anniversary of the
appointment date.
Conditions: The Restricted Shares can
be redeemed by BPG in aggregate for a
total sum of NZD$1.00 if Jyllene Miller
ceases to stay in office until the relevant
vesting and conversion dates.
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issue of Restricted Shares pursuant to the
appointment of Jyllene Miller.
Issue of Ordinary Shares pursuant to the
exercise of Restricted Share Units under
BPG’s Key Personnel Restricted Share
Unit Plan.
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.
Ordinary Shares: 53,398,366

Restricted Shares: 323,428
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 and NZX Listing Rule
4.5.1 (Restricted Shares) and NZX Listing
Rule 4.6 (Ordinary Shares)
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Ordinary Shares will rank equally with all
other fully paid Ordinary Shares.
Date of issue/acquisition/redemption
2
09/09/2024
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

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).

Capital Change Notice

Updated as at June 2023
Contact phone number +64 21 135 5183
Contact email address karen.cargill@blackpearlmail.com
Date of release through MAP

09/09/2024