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 Rules 3.13.1 and relates to the grant of share rights (Share Rights) which are convertible into
fully paid ordinary shares in 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) N/A
Section 2: Capital change details
Number issued/acquired/redeemed 1,387,281
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)
1,387,281 Share Rights
representing approximately
0.49% of the ordinary shares
in 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
vest in approximately eighteen
months on the achievement of
certain vesting conditions
being met and the continuous
employment of each Share
Rights holder.
Vesting Conditions
All of a holder’s Share Rights
will vest if the 10-day VWAP
over the 10 NZX trading days
immediately prior to (but
excluding) 18 July 2025 is
equal to or greater than $1.081
(being three times the 10-day
VWAP over the 10 NZX trading
days immediately prior to (but

Capital Change Notice


excluding) 18 July 2022 (“2022 Base
Price”)).
If the 10-day VWAP over the 10 NZX
trading days immediately prior to (but
excluding) the expiry date is between
$1.027 and $1.081 (being between
95% and 100% of the 2022 Base
Price), the Board will have discretion
to scale the number of a holder’s
Share Rights to vest.
Lapse
Share Rights will lapse where the
vesting conditions are not met on 18
July 2025 or, in general, where the
holder ceases to be employed by
RAD before that date (except in
certain circumstances).
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.
5,271,668 Share Rights (including
3,884,387 Share Rights issued on the
same terms in 2022)
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
Directors’ resolution dated 1 February
approving issue under Listing Rule
4.6.1.
Terms or details of the issue, acquisition, or redemption
(for example: restrictions, escrow arrangements)
See above.
The Share Rights are not transferable
(unless the Board exercises its
discretion) 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 01/02/2024
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Andrew Peskett
Contact person for this announcement Andrew Peskett
Contact phone number 021 747 363
Contact email address andrew.peskett@radiuscare.co.nz
Date of release through MAP 02/02/2024