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 15,250 Ordinary Shares and
165,250 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)
Nominal value (if any) N/A
Issue/acquisition/redemption price per security The Ordinary Shares were
issued at a nil value.

The RSUs were issued at a nil
value.
Nature of the payment (for example, cash or other
consideration)
No cash consideration is
required to be paid for the
RSUs to convert to Ordinary
Shares in BPG.
The RSUs are issued for non-
cash consideration 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

As at the date of this notice:
• BPG has a total of
61,881,284 Ordinary
Shares on issue. The
issuance of the Ordinary
Shares represents 0.025%
of the Ordinary Shares on
issue.
• BPG has a total of
2,427,408 RSUs on issue.
The issuance of the RSUs

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

represents 6.81% of the
total RSUs on issue.
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 RSU that vests.
Exercise Price: Nil.
Ranking: Any ordinary shares
issued by BPG on the exercise
of the RSUs will rank equally in
all respects with all other
ordinary shares on issue in
BPG.
Vesting Dates: As specified in
the Letter of Invitation.
Lapse Date: The earlier of the
date in which the key
personnel ceases to be
employed by 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)
Issue of Ordinary Shares
pursuant to the exercise of
RSUs under the RSU Plan
Rules.
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.
Ordinary Shares: 61,896,534

RSUs: 2,577,408
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, NZX Listing
Rules 4.6.1 and 4.2.1
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.
The RSUs are issued in
accordance with the terms set
out in the RSU Plan Rules and
each RSU participant’s Letter
of Invitation.

Capital Change Notice

Updated as at June 2023
Date of issue/acquisition/redemption
2
24/10/2024
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

25
/10/2024


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).