Capital Change Notice - Share Rights

Capital Change Notice



Notice of grant of Share Rights under the Radius Care Long-Term Incentive Plan

This notice is given under NZX Listing Rule 3.13.1 and relates to the grant of share rights (Share Rights) which are
convertible into fully paid ordinary shares of RAD should the vesting conditions attaching to the Share Rights be met
under the Radius Care Long-Term Incentive Plan.

Section 1: Issuer information
Name of issuer Radius Residential Care Limited
NZX ticker code RAD
Class of financial product Share Rights, each representing an
entitlement to acquire an ordinary share in
RAD.
ISIN (If unknown, check on NZX website) NZRADE005S4
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 11,363,644
Nominal value (if any) There is no nominal value for the Share
Rights.
Issue/acquisition/redemption price per security Share Rights are granted for nil
consideration.
Share Rights have a nil conversion price.
Nature of the payment (for example, cash or other
consideration)
N/A
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)
11,363,644 Share Rights representing
approximately 4.0% of the ordinary shares
of RAD 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)
The holders’ Share Rights will be divided
into three parts or tranches being:
• a number equal to 25% of the total
(Tranche 1)
• a number equal to 25% of the total
(Tranche 2)
• a number equal to 50% of the total
(Tranche 3)
The holders’ will be entitled to receive
shares for their Share Rights only to the
extent that those Share Rights vest.
The conditions under which the holders’
Share Rights may vest are set out below:
a. Tranche 1 will vest if the weighted
average price of ordinary shares
on the NZX Main Board over the
10 NZX trading days (“10 Day

VWAP”) before 31 July 2027 is
equal to or greater than 44 cents.
b. If Tranche 1 does not vest, the
share rights in that tranche will be
added to and form part of Tranche
2, and will be eligible to vest in
accordance with (c) or (e) below.
c. Tranche 2 will vest if the 10 Day
VWAP as at 31 July 2028 is equal
to or greater than 66 cents.
d. If Tranche 2 does not vest, the
share rights in that tranche will be
added to and form part of Tranche
3, and will be eligible to vest in
accordance with (e) below.
e. Tranche 3 will vest if 10 Day
VWAP as at 31 July 2029 is equal
to or greater than 88 cents.
In addition, if:
• a “Change of Control Transaction”
(that is a takeover, merger or the like)
occurs which results in a person or
group becoming the controller of a
majority of the voting shares of Radius
Care; and
• the price or consideration per share
paid in that Change of Control
Transaction is equal to or greater than
the share price specified in (a), (c) or
(e) above in respect of a tranche
which has not vested, then the share
rights in that tranche will vest on
completion of that Change of Control
Transaction.

Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issue of Share Rights for executive
retention and loyalty, and incentivising
growth.
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.
11,363,644

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
Shareholder resolution dated 7 August
2025 approving issue under Listing Rule
4.2.1.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
See above.
The Share Rights are not transferrable
(unless the Board exercises its discretion)

Capital Change Notice


and do not entitle the holder to receive
dividends or other distributions or vote in
respect of RAD ordinary shares.
Any shares issued or transferred to a
holder of the Share Rights shall be fully
paid and shall rank equally in all respects
with the shares on issue at the issue date.
Date of issue/acquisition/redemption 08/08/2025
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Rohan Cook
Contact person for this announcement Rohan Cook
Contact phone number 021 193 4179
Contact email address Rohan.Cook@radiuscare.co.nz
Date of release through MAP

11/08/2025