ADAIRS LIMITED — Share Issue/Capital Change 2021

Dec 12, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

ADAIRS LIMITED

Date of this announcement

Monday December 13, 2021

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
ADHAA	OPTION EXPIRING VARIOUS DATES EX	785,000	06/12/2021
	VARIOUS PRICES

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

ADAIRS LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

50147375451

1.3 ASX issuer code

ADH

1.4 The announcement is

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New announcement

1.5 Date of this announcement

13/12/2021

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Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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has an existing ASX security code ("existing class")

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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code and description

ADHAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Date the +securities the subject of this notification were issued

6/12/2021

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate?
No
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme
or a summary of the termsThe Options have been granted under the Adairs Limited Equity Incentive Plan. The key terms are detailed in pages26-41 of the Annual Report 2021 (https://investors.adairs.com.au/DownloadFile.axd?file=/Report/ComNews/20210820/02). A summary of the performance and service conditions are set out below.409401.pdf
Issue Price: nil
Exercise Price: $3.16
Performance condition
Focus on Furniture (FoF) EBIT over FY23 & % of Options that vest
¿ ¿ $15m -> 0%
¿ Between $15m and $17.5m -> Pro-rata vesting on a straight line basis between 50% and 100%
¿ ¿ $17.5m -> 100%
Service condition
¿ the Option holder must remain employed on a full-time basis and must not have resigned from the Group;
If the above conditions are satisfied (as determined by the Board), the Options will vest and become capable of exercise
between 1 September 2023 and 30 September 2024, after which any unexercised Options will lapse.

Any other information the entity wishes to provide about the +securities the subject of this notification

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Issue details

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Number of +securities

785,000

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
ADH : ORDINARY FULLY PAID	170,889,856
4.2 Unquoted +Securities (Total number of each +class of +securities issued but	not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
ADHAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	14,725,000

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

785,000

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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