Capital Change Notice - Pacific Edge

Capital Change Notice

Updated as at February 2025



Section 1: Issuer information
Name of issuer Pacific Edge Limited
NZX ticker code PEB
Class of financial product Ordinary shares (“Shares”)
ISIN (If unknown, check on NZX website) NZPEBE0002S1
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed Issue of 69,836,561 Shares in aggregate,
comprising the issue of:
1. 62,704,581 Shares under a retail
offer that opened on 14 May 2026
and closed on 28 May 2026
(“Retail Offer”);
2. 6,661,392 Shares to employees
who received Shares in lieu of
short term incentives, retention
incentives and salary payments
(“Employees”); and
3. 470,588 Shares in consideration
for the provision of professional
services in connection with the
capital raising comprising the
placement allotted 15 May 2026
(“Placement”) and the Retail Offer
(“Professional services”).
Nominal value (if any) N/A
Issue/acquisition/redemption price per security NZ$0.170 per ordinary share for 1, 2 and
3 above.
Nature of the payment (for example, cash or other
consideration)
1 (Retail Offer) – Cash;
2 (Employees) – Non-cash consideration,
being in recognition of performance as an
employee in lieu of cash bonus, cash
retention and cash salary payments; and
3 (Professional services) – Non-cash
consideration, being in recognition of
providing professional services during the
Placement and Retail Offer.
Amount paid up (if not in full) Paid in full
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

5.959%

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

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)
N/A
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
1 (Retail Offer) Issue of Shares under the
Retail Offer;
2 (Employees) Issue of Shares in lieu of
short term incentives, retention incentives
and salary payments; and
3 (Professional services) Issue of Shares
in consideration for the provision of
professional services in connection with
the Placement and Retail Offer. The
number of Shares to be issued has been
calculated by dividing the relevant value of
the services provided ($80,000) by a
nominal issue price of NZD$0.170 per
Share.
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.
1,241,852,687 Shares
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
1 (Retail Offer) – the issue of Shares
under the Retail Offer was implemented
as to 59,998,716 Shares under NZX
Listing Rule 4.3.1(c) and as to 2,705,865
Shares under NZX Listing Rule 4.5.1, and
was approved by the PEB board on 8 May
2026 (with the level of oversubscriptions
approved by the PEB board on 2 June
2026);
2 (Employees) – the issue of Shares to
Employees was implemented under NZX
Listing Rule 4.6.1 and was approved by
the PEB board on 14 May 2026; and
3 (Professional services) – the issue of
Shares for Professional services was
implemented under NZX Listing Rule 4.5.1
and was approved by the PEB board on
14 May 2026.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Fully paid ordinary shares that rank
equally with all other ordinary shares on
the date of issue.

Capital Change Notice

Updated as at February 2025

Date of issue/acquisition/redemption
2
4 June 2026
Section 3: Disclosure required for Placements made under Rule 4.5.1
Details of the approach in identifying investors who
were able to participate in the offer and how their
respective allocations in the offer were determined.

The explanation must set out the key objectives
and criteria the Issuer adopted in the allocation
process, whether one of those objectives was a
best effort to allocate on a pro rata basis to existing
holders of the Issuer’s Equity Securities, and any
significant exceptions or deviations from those
objectives and criteria.
As part of the Retail Offer, Pacific Edge
agreed to use its remaining available
placement capacity under NZX Listing
Rule 4.5.1 to issue Shares under that rule
to those eligible New Zealand
shareholders (or eligible New Zealand
beneficial owners, in the case of holdings
held by custodians) that participated in
PEB’s previous share purchase plan
launched on 17 July 2025 (“
2025 SPP
”)
and participate in the Retail Offer, and
whose allocations under the share
purchase plan component of the Retail
Offer have been adjusted down because
of the NZ$50,000 limit in the NZX Listing
Rules on the amount that each such
shareholder can participate in share
purchase plans within 12 months of each
other (“
Relevant Shareholders
”) (the
NZ$ amount of the adjustment down in
allocation for each Relevant Shareholder,
being that shareholder’s “
Shortfall
”).
Under the Retail Offer, the amount of
Shares to be issued under NZX Listing
Rule 4.5.1 to each Relevant Shareholder
will not exceed that Relevant
Shareholder’s Shortfall divided by the
Retail Offer issue price of NZ$0.170
(being that shareholder’s “
Shortfall
Entitlement
”).

The only investors able to be issued
Shares under the Retail Offer in reliance
on NZX Listing Rule 4.5.1 were the
Relevant Shareholders.

The key objective in the allocation process
was to use Pacific Edge’s available
placement capacity to permit Relevant
Shareholders to receive in the Retail Offer
the same (or as near as possible the)
number of Shares that they would have
been able to receive in the Retail Offer
had they not participated in the 2025 SPP.
Given the total Shortfall Entitlements of all
Relevant Shareholders exceeded Pacific

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).

Edge’s available placement capacity
under NZX Listing Rule 4.5.1, the criteria
that Pacific Edge adopted in the allocation
process was to allocate shares under NZX
Listing Rule 4.5.1 to the Relevant
Shareholders in proportion to their holding
of Shares at 7:00pm NZST on the Retail
Offer record date of 8 May 2026, up to a
limit for each Relevant Shareholder of
their Shortfall Entitlement. There were no
significant exceptions or deviations from
this objective and criteria.


Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Grant Gibson
Contact person for this announcement Grant Gibson
Contact phone number +64 275 999 943
Contact email address grant.gibson@pelnz.com
Date of release through MAP

4 June 2026