Capital Change Notice

Template
Capital Change Notice

Updated as at February 2025

Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A. Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer Briscoe Group Limited
NZX ticker code BGP
Class of financial product Performance Rights, each representing an
entitlement to acquire an ordinary share in
BGP
ISIN (If unknown, check on NZX website) NZBGRE0001S4
Currency New Zealand Dollars
Section 2: Capital change details
Number issued/acquired/redeemed 164,657 Performance Rights
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security
Performance Rights issued under the Plan for
nil consideration
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

40.12% of Performance Rights on issue,
giving rights in respect of ordinary shares
equal to 0.0739% of the total ordinary shares
on issue (post 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 terms upon which the Performance
Rights and the ordinary shares will be issued
are those specified in the Briscoe Group
Senior Executive Incentive Plan Rules and
the invitation letters sent to participants

• Each performance Right granted under the
Plan entitles the holder to receive one fully
paid ordinary share in BGP

• The Performance Rights have nil exercise
price and will vest upon the satisfaction or
waiver of the relevant performance hurdles
and/or specified vesting conditions and the
announcement of the audited financial
statements for the 2027/28 financial year.

Performance Hurdles
• 50% of the conversion of the Performance
Rights to ordinary shares is subject to a
Total Shareholder Return (TSR) compound

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

growth performance for the three-year
period ending on the announcement of
BGP’s 2027/28 financial year result and
converted on a sliding scale proportionate to
the TSR compound growth performance

• 50% of the conversion of the Performance
Rights to ordinary shares is subject to an
Earnings Per Share (EPS) compound
growth performance for the three-financial-
year period ending 30 January 2028 and
converted on a sliding scale proportionate to
the EPS compound growth performance

• Performance Rights will lapse where the
performance conditions are not met.
Performance Rights will lapse where the
holder ceases to be employed by BGP
before the end of the performance period.

• There is no amount payable by holders
either on grant of the Performance Rights or
conversion of the Performance Rights to
ordinary shares
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason
for change must be identified here)
The grant of the Performance Rights is part of
a long-term incentive programme for the
provision of performance-based remuneration
designed to incentivise selected key
executives of BGP
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.
155,257 Performance Rights issued 3 August
2023

255,105 Performance Rights issued 21
October 2024

164,657 Performance Rights issued 30 July
2025

575,019 Total Performance Rights

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 Resolution dated 24
th
July 2025 and
NZX Listing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption
(for example: restrictions, escrow arrangements)
See above. Any Ordinary Shares issued on
vesting and exercise of Performance Rights
will rank equally with existing Ordinary Shares.
Date of issue/acquisition/redemption
2
30/07/2025

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).

Template
Capital Change Notice

Updated as at February 2025
Section 3: Disclosure required for Placements made under Rule 4.5.1
[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement
within five Business Days of the issuance. Delete this Section 3 if capital change is not the result of a
Placement 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.
Not applicable
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this announcement Geoff Scowcroft
Contact person for this announcement Geoff Scowcroft
Contact phone number +64 275633167
Contact email address geoff@briscoes.co.nz
Date of release through MAP

30/07/2025