SPH Notice – Michael John Wilding

JON-152159-6-193-V1:JON

To NZX Limited


And Rua Bioscience Limited

Date this disclosure made: 22 December 2022

Date on which substantial holding began: 20 December 2022
Substantial security holder(s) giving disclosure
Name(s): Michael John Wilding
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary Shares

Summary for Michael John Wilding

For this disclosure,—

(a) total number held in class: 8,509,556

(b) total in class: 158,019,267

(c) total percentage held in class: 5.385%
Details of relevant interests
Details for Michael John Wilding

Nature of relevant interest(s): Registered holder and beneficial owner of financial products

For that relevant interest,—

(a) number held in class: 4,254,778

(b) percentage held in class: 2.693%

(c) current registered holder(s) of securities: Michael John Wilding

(d) registered holder(s) of securities once converted: Michael John Wilding
Details of transactions and events giving rise to person beginning to have substantial
holding
Details of the transactions or other events requiring disclosure: Conversion of 4,254,778 non
voting performance shares to ordinary shares on satisfaction of Milestone One as consideration for
the acquisition by Rua Bioscience Limited of Zalm Therapeutics Limited

Additional information
Address of substantial product holder: 283 Waimarama Road, Rd 12, Havelock North, 4294
Contact details: Jonathan Norman, jon@slw.co.nz, (06)651 1150

JON-152159-6-193-V1:JON

Declaration
I, Jonathan Oswald Norman, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure by all
persons for whom it is made.

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BF\62245304\2 | Page 1
RUA BIOSCIENCE LIMITED
(Company)
RESOLUTION OF DIRECTORS’ AGREEING TO CONVERSION OF PERFORMANCE SHARES TO
ORDINARY SHARES
DATED 2022
BACKGROUND
A. Under the share sale and purchase agreement dated 29 November 2021 (SPA) the Company
agreed to issue the parties in Schedule 1 (Subscribers):
 8,140,000 new ordinary shares (Ordinary Shares); and
 16,280,000 equity securities having the right to convert into Ordinary Shares on achievement
of the milestones set out in the SPA (Performance Shares),
as consideration for its acquisition of Zalm Therapeutics Limited.
B. Milestone One (as that term is defined in the SPA) has been fully satisfied and, as a
consequence, the Company is required to convert 50% of the Performance Shares into Ordinary
Shares in accordance with the SPA.
RESOLVED that:
1. The Company convert the Performance Shares into Ordinary Shares as provided in Schedule 1.
2. The share register be amended accordingly.
3. The Company make all relevant announcements and disclosures with NZX accordingly.


Trevor John BURT Panapa Te Wheru EHAU


Brett Robin GAMBLE Teresa FARAC-CIPRIAN


Anna Kate STOVE
DocuSign Envelope ID: 3C6B81D2-EC34-4D5B-99A0-5E5B536FFA3E
20/12/

BF\62245304\2 | Page 1
SCHEDULE 1

Shareholder Performance Shares Convertible into Ordinary
Shares on Milestone One
Michael John Wilding 4,254,778
Robert Ian Fyfe 2,153,030
Jonty George Edgar 600,732
Botanitech PTY Limited 680,504
Cala Carbo Limited 450,956

DocuSign Envelope ID: 3C6B81D2-EC34-4D5B-99A0-5E5B536FFA3E