Capital Change Notice - Issue of Options

Capital Change Notice



Section 1: Issuer information
Name of issuer Sanford Limited
NZX ticker code SAN
Class of financial product Options to acquire ordinary
shares in Sanford (Options)
pursuant to the LTI Option
Plan.
ISIN (If unknown, check on NZX website) N/A.
Currency New Zealand Dollars
Section 2: Capital change details
Number issued/acquired/redeemed 1,800,000 Options
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Nil cash consideration
Nature of the payment (for example, cash or other
consideration)
Options issued in part
consideration for the provision
by David Mair of personal
services as Managing Director
of the Company
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)
The Options granted under the
Plan 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)
Subject to his continued
employment by Sanford, the
Managing Director will be able
to exercise the Options from
the Vesting Date (being the
date on which Sanford’s
financial results for the year
ended 30 September 2027 are
released to NZX) until the
termination date (being the
date that is 20 Business Days
following the Vesting Date).

The exercise price per Option
(Exercise Price), will be
calculated as $4.0063 (being
the volume weighted average
price of Sanford’s shares on
the NZX over the 20 Business
Days prior to 01 May 2024),
multiplied by 1.259 (which
represents a cost of capital

Capital Change Notice

charge of 8% per annum
compounding annually over
the period from 19 December
2024 to the Vesting Date),
minus the cumulative amount
of cash dividends per share
paid by Sanford during the
period between 01 May 2024
and the Vesting Date.

Upon exercise, the Managing
Director will be issued or
transferred one ordinary share
in Sanford per Option
exercised. Alternatively, on
exercise, the Managing
Director has the opportunity to
direct Sanford to facilitate a net
settled exercise by issuing or
transferring to the Managing
Director such number of
shares as is equal to the
difference between the market
value per share of Sanford’s
ordinary shares and the
Exercise Price, multiplied by
the number of Options being
exercised, divided by the
market value per share of
Sanford’s ordinary shares.
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Issue of 1,800,000 Options to
the Managing Director under
Sanford’s LTI Option Plan
pursuant to a directors’
resolution dated 14 November
2024 and as approved by an
ordinary resolution of
shareholders in accordance
with NZX Listing Rule 4.2.1 at
the Sanford Annual
Shareholders’ Meeting on 18
December 2024.
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.
1,800,000 Options
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
Directors’ resolution dated 14
November 2024 and NZX
Listing Rule 4.2.1 and an
ordinary resolution of

Capital Change Notice

shareholders in accordance
with NZX Listing Rule 4.2.1
approved at the Sanford
Annual Shareholders’ Meeting
on 18 December 2024.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See above.
The Options do not entitle the
Managing Director to receive
dividends or other distributions
or vote in respect of Sanford’s
ordinary shares.
Date of issue/acquisition/redemption 19/12/2024
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Paul Alston
Contact person for this announcement Paul Alston
Contact phone number 021 918 033
Contact email address palston@sanford.co.nz
Date of release through MAP

19/12/2024