Long-Term Incentive Scheme & Issue of Share Rights

Freightways Group Limited | Freightways House, 32 Botha Road, Penrose, Auckland, New Zealand | DX BOX CX10120, Auckland 1061, New Zealand | P (64) 09 571 9670



NZX/ASX Announcement
27 February 2026
Amendment to Long-Term Incentive Scheme (LTI) and Issue of Share Rights and Shares under
LTI
The purpose of Freightways executive long-term incentive scheme is to better encourage long term
performance and promote employee retention. Vesting of the share rights under the LTI has historically
been based on the achievement of the following two total shareholder return (TSR) hurdles being met
over a 3-year vesting period:
i. 50% of the share rights are subject to an absolute TSR, whereby half these share rights vest if
Freightways outperforms the NZX50 index median, pro-rated up to 100% vesting at the 75
th

percentile of the index constituents; and
ii. 50% of the share rights are subject to Freightways’ relative TSR target of profit performance
above the cost of capital, as set by the Board of Directors (relative TSR target).
The Board has resolved to replace the second limb ((ii) above) of the LTI scheme with an absolute TSR
target determined by reference to a cost of equity reference because it does not consider the current
relative TSR measure achieves the intended effect of the scheme to encourage and reward long term
performance. In addition, the Board has obtained external market benchmarking on LTI metrics and
measures and believes a more commonly used metric and one that is simpler to understand is more
appropriate. The benchmarking work has also guided the Board in its determination of the appropriate
cost of equity threshold to measure absolute TSR.
The new absolute TSR target contemplates the following:
50% of the Share Rights are subject to an absolute TSR measured against a fixed annualised
return threshold, whereby half these Share Rights vest when it equals 10.3%, pro-rated up to
100% vesting for achieving a TSR equal to or above 11.3%, over the vesting period.
The Board has resolved that all existing share rights (comprising those outlined in capital change
notices issued on 1 May 2024 and 6 December 2024) will be amended to replace the second limb with
the new absolute TSR target and that the share rights to be issued on or about the date of this
announcement will be issued with the revised vesting conditions.
The Board has also commissioned external advice to review the calculation required to measure the
relative TSR target for share rights vesting on 30 June 2024 (FY24) and 30 June 2025 (FY25). That
review identified that it was reasonable for the Board to adopt a lower weighted average cost of capital
multiplier in the relevant calculation which would have resulted in a greater number of share rights
vesting at the end of FY24 and FY25. Accordingly, the Board has determined to issue an additional
59,190 ordinary shares to LTI participants to reflect the revised vesting determination.
Capital change notices in respect of the issue of share rights for FY26 and the issue of ordinary shares
in connection with the vesting update accompany this announcement.
For further information please contact:
Stephan Deschamps
Chief Financial Officer
Freightways Group Limited
Ph: +64 9 571 9669

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Capital Change Notice




Section 1: Issuer information
Name of issuer Freightways Group Limited
NZX ticker code FRW
Class of financial product Ordinary shares
ISIN (If unknown, check on NZX website) NZFREE0001S0
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 59,190 ordinary shares
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security $14.90 per share
Nature of the payment (for example, cash or other
consideration)
Not applicable
Amount paid up (if not in full) Fully paid
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

0.037%
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)
See terms of issue below.
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
The issuance relates to the achievement
of performance hurdles under the terms of
the Freightways Executive Long-term
Incentive Scheme as at 30 June 2024 and
30 June 2025 and supplements the
ordinary shares issued on 21 August 2024
and 20 August 2025.
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.
178,994,863 ordinary shares

There is no treasury stock.
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
Board approval and Listing Rule 4.6.1

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

pursuant to which the issue, acquisition, or
redemption is made
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
The issued shares rank equally with other
fully paid ordinary shares on issue
Date of issue/acquisition/redemption
2
27 February 2026
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Stephan Deschamps
Contact person for this announcement Stephan Deschamps
Contact phone number +64 27 562 5666
Contact email address Stephan.deschamps@freightways.co.nz
Date of release through MAP

27 February 2026


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).

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Capital Change Notice




Section 1: Issuer information
Name of issuer Freightways Group Limited
NZX ticker code FRW
Class of financial product Unlisted Share Rights
ISIN (If unknown, check on NZX website) Not applicable
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 181,056 Share Rights
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security No cash consideration is payable for the
issue of the Share Rights
Nature of the payment (for example, cash or other
consideration)
Not applicable
Amount paid up (if not in full) Not applicable
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

38.81%
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)
See terms of issue below.
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
The Share Rights are issued under the
Freightways Group Limited Long Term
Incentive 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.
647,593 unlisted Share Rights.

647,593 ordinary shares if all Share
Rights vest and are exercised.

There is no treasury stock.
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
Not applicable
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 approval and Listing Rule 4.6.1.

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

Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
The Share Rights are eligible to vest at
the end of a 3-year vesting period ending
30 June 2028 (“Vesting Period”). Vesting
of the Share Rights is subject to the
satisfaction of two hurdles:
1) 50% of the Share Rights are subject
to a relative Total Shareholder Return
(TSR), whereby half these Share
Rights vest if the Company
outperforms the NZX50 index
median, pro-rated up to 100% vesting
at the 75
th
percentile of the index
constituents, over the Vesting Period;
and
2) 50% of the Share Rights are subject
to an absolute TSR measured
against a fixed annualised return
threshold, whereby half these Share
Rights vest when it equals 10.3%,
pro-rated up to 100% vesting for
achieving a TSR equal to or above
11.3%, over the Vesting Period.
Upon vesting, each Share Right can be
converted into one ordinary share in
Freightways on exercise for no cash
payment.
On exercise the holder will be responsible
for any tax obligations applicable to the
remuneration the shares represent.
The Share Rights are non-transferable.
Date of issue/acquisition/redemption
2
27 February 2026
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Stephan Deschamps
Contact person for this announcement Stephan Deschamps
Contact phone number +64 27 562 5666
Contact email address Stephan.deschamps@freightways.co.nz
Date of release through MAP

27 February 2026


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).