Issue of Performance Share Rights

Template
Capital Change Notice

Updated as at 8 May 2019


Section 1: Issuer information
Name of issuer AoFrio Limited
NZX ticker code AOF
Class of financial product Share rights that convert to
ordinary shares pursuant to
AoFrio Limited New Zealand
Restricted Stock Unit Scheme
(Scheme)
ISIN (If unknown, check on NZX website)
NZWDTE0002S1
Currency N/A
Section 2: Capital change details
Number issued/acquired/redeemed Share rights in respect of
10,119,760 ordinary shares
Nominal value (if any) Nil
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for
the issue of the share rights.
The conversion of share rights
to ordinary shares is subject to
satisfaction of certain
performance conditions.
Amount paid up (if not in full) Nil
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

If the share rights vest, the
shares would represent
2.343% of the ordinary shares
of AoFrio Limited 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)
Each share right issued under
the Scheme that vests entitles
the holder to one fully paid
ordinary share in AoFrio
Limited.
The number of share rights
that vest depends on the
percentage change in AoFrio
Limited’s annual reported
revenue over the three years
ending 31 December 2025,
2026, and 2027.
Subject to the Board’s
discretion, the share rights will
lapse if the performance hurdle

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

is not met over the three-year
period or if the holder ceases
to be employed by AoFrio
Limited continuously through
to vesting.
There is no amount payable by
holders on issue or vesting of
the share rights.
The ordinary shares issued
upon vesting of the share
rights will rank equally with all
other ordinary shares then on
issue.
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Issued pursuant to the AoFrio
Limited New Zealand
Restricted Stock Unit Scheme.
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.
This is the first issue of share
rights. The total number of
share rights issued is
10,119,760.
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
AoFrio Limited New Zealand
Restricted Stock Unit Scheme
Rules and Board Resolution
dated 14 April 2025 and Listing
Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See principal terms of
conversion above. 10% annual
revenue growth gives rise to a
50% vesting. 15% annual
revenue growth gives rise to
100% vesting. Growth
between 10% and 15% results
in vesting at % between 50%
and 100%.
Date of issue/acquisition/redemption
2
15 April 2025
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Howard Milliner
Contact person for this announcement Howard Milliner
Contact phone number 027 5870455
Contact email address Howard.milliner@aofrio.com
Date of release through MAP

15 April 2025


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).

---

A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New
Zealand

P: + 64 9 477 4500 E: info@aofrio.com
® is a registered Trademark of AoFrio Ltd.


15 April 2025

Market Announcement
For immediate release

Issue of Performance Share Rights

AoFrio Limited (AoFrio) implemented a new executive long-term incentive scheme (LTI Scheme) on 14 April
2025 designed to better encourage long term performance and promote employee retention. This LTI
Scheme replaced the previous senior executive performance share plan that operated until 2016, which
involved partly paid shares.

The new LTI Scheme involves share rights being offered to eligible employees for a three-year period, with
1/3 vesting at the end of the first year and 1/3 vesting at the end of the second year. At the end of the third
year, there is a “wash up” calculation performed and if performance targets for the three-year period are
achieved, then there will be a final vest that takes into consideration any vesting in the two earlier years.
Each share right that vests converts to one AoFrio ordinary share. The share rights do not carry a dividend
entitlement and are non-transferable. Vesting is based on the achievement of the following two performance
hurdles being met over the vesting period:
(i) There must be continuous employment in AoFrio for the period through to vesting.
(ii) Annual revenue for the first year must be at least 10% higher than was reported for the prior year.
Annual revenue for the second and third years must be at least 10% higher than the performance hurdle
set for the previous year. If the annual growth rate in any year is less than 10%, no share rights shall
vest (subject to the wash up in year three). At 10% annual revenue growth, 50% of the share rights for
that year shall vest. If the annual growth rate in any year is more than 15%, 100% of share rights for that
year shall vest. Between 10% and 15% annual revenue growth, the % of share rights that vest prorate
so that every 1% of incremental annual revenue growth shall result in an additional 10% of the share
rights vesting for that year.

The Board resolved to make an allocation (in accordance with the rules of the new LTI scheme) of
10,119,760 share rights to executives, 1/3
rd
vesting on 1 April 2026 in respect of the performance period
ending 31 December 2025, 1/3
rd
vesting on 1 April 2027 in respect of the performance period ending 31
December 2026. The wash up calculation covers the three years ending 31 December 2027 and if additional
rights vest pursuant to this, they shall vest on 1 April 2028.

A capital change notice in respect of the issue of share rights accompanies this announcement.

For further information please contact:
Ends

Contact

John Scott
Chairman
Phone + 64 21 727156

AO223