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BEACON LIGHTING GROUP LIMITED Capital/Financing Update 2018

Sep 20, 2018

64534_rns_2018-09-20_30120aef-99b5-4e07-8aa4-ce1567e01daa.pdf

Capital/Financing Update

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ASX Announcement

12 September 2018

Options

A total of 152,665 options with a zero exercise price expiring 24 June 2031 have been issued to executives, one third of which are vested and one third of which potentially vest on 16 August 2019 and 16 August 2020 if the executive is employed by the group at that time.

In addition, it is proposed to seek shareholder approval at the annual general meeting to be held in October 2018 for the issue of 71,333 options to Glen Robinson, Chief Executive Officer. Details of which are set out in notice of meeting documentation. This requirement arises as a consequence of him also being a director. The ASX Listing Rules require that such approval is sought for an issue to a director even where (as is the case here) the basis of the issue was the same as for other executives, the issue was consistent with the company's remuneration policy and details of the issue have previously been announced on the ASX public announcements platform.

Attached is an Appendix 3B new issue announcement in this regard. No shareholder approval for the issue is required.

Further, a total of 80,141 options held by executives have vested in accordance with the terms of the Beacon Lighting Group Incentive Plan and the Trustee of the Plan has purchased the shares as contemplated and holds those shares on behalf of the executives until exercise.

For further information please contact:

Glen Robinson or David Speirs Chief Executive Officer Chief Financial Officer Ph: 03 9368 1000 Ph: 03 8561 1555

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Beacon Lighting Group Limited

ABN

90 164 122 785

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Options be issued 2 Number of[+] securities issued or to 152,655 be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities Options with a zero exercise price one third of which (e.g. if options, exercise price and are vested and one third of which potentially vest on expiry date; if partly paid 16 August 2019 and 16 August 2020 if the executive is +securities, the amount employed by the group at that time. outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms. 2289709-v1\MELDMS 04/03/2013

Appendix 3B Page 1

4
Do the+securities rank equally in
all respects from the+issue date
with an existing+class of quoted
+securities?
If the additional+securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate
for
the
next
dividend, (in the case of a trust,
distribution)
or
interest
payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition
of
assets,
clearly
identify those assets)
6a
Is the entity an+eligible entity that
has
obtained
security
holder
approval under rule 7.1A?
If Yes, complete sections 6b – 6h_in_
relation to the
+securities the
subject of this Appendix 3B, and
comply with section 6i
6b
The date the security holder
resolution under rule 7.1A was
passed
6c
Number
of
+securities
issued
without security holder approval
under rule 7.1
6d
Number of+securities issued with
security holder approval under rule
7.1A
6e
Number of+securities issued with
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
No
Executive incentive
Executive incentive
No
Not applicable
Not applicable
Not applicable
Not applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

6f Number of +securities issued under an Not applicable exception in rule 7.2 6g If[+] securities issued under rule 7.1A, was Not applicable issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under rule 7.1A Not applicable for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue Not applicable capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 28 August 2018 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all +securities 218,162,678 Ordinary Shares quoted on ASX ( including the[+] securities in section 2 if applicable)

  • See chapter 19 for defined terms. 2289709-v1\MELDMS 04/03/2013

Appendix 3B Page 3

9
Number
and
+class
of
all
+securities
not quoted
on
ASX
(including
the
+securities
in section
2
if
applicable)
10
Dividend
policy
(in
the case of
a
trust,
distributio
n
policy)
on
the
increased
capital
(interests)
Number +Class
1,838
7,867
7,352
26,222
13,169
43,898
108,436
Performance Rights issued 25 August 2016
Performance Rights issued 22 December 2016
Performance Rights issued 25 August 2017
Performance Rights issued 13 October 2017
Options issued 25 August 2016 (excluding vested
options for which shares have been issued or
purchased pending exercise by the holder)
Options issued 25 August 2017 (excluding vested
options for which shares have been issued or
purchased pending exercise by the holder)
Options issued 28 August 2018 (excluding vested
options for which shares have been issued or
purchased pending exercise by the holder)
Not applicable

Part 2 - Pro rata issue

art 2 - Pro rata issue
11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities will
be offered
14
+Class of+securities to which the
offer relates
Not applicable
Not applicable
Not applicable
Not applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

15
+Record date to determine entitlements
16
Will holdings on different registers (or
subregisters)
be
aggregated
for
calculating entitlements?
17
Policy for deciding entitlements in
relation to fractions
18
Names of countries in which the entity
has security holders who will not be sent
new offer documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing date for receipt of acceptances
or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount of any handling fee payable to
brokers who lodge acceptances or
renunciations on behalf of security
holders
25
If the issue is contingent on security
holders’ approval, the date of the
meeting
26
Date entitlement and acceptance form
and offer documents will be sent to
persons entitled
27
If the entity has issued options, and the
terms
entitle
option
holders
to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
  • See chapter 19 for defined terms. 2289709-v1\MELDMS 04/03/2013

Appendix 3B Page 5

cable)
29
Date rights trading will end (if
applicable)
30
How do security holders sell their
entitlements_in full_through a
broker?
31
How do security holders sell_part_of
their entitlements through a broker
and accept for the balance?
32
How do security holders dispose of
their entitlements (except by sale
through a broker)?

33
+Issue date
cable)
29
Date rights trading will end (if
applicable)
30
How do security holders sell their
entitlements_in full_through a
broker?
31
How do security holders sell_part_of
their entitlements through a broker
and accept for the balance?
32
How do security holders dispose of
their entitlements (except by sale
through a broker)?

33
+Issue date
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

(a) X +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of the ] additional[+] securities, and the number and percentage of additional[+] securities held by those holders

  • 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000

  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

100,001 and over

37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the[+] issue date with an existing +class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class

42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)

  • See chapter 19 for defined terms. 2289709-v1\MELDMS 04/03/2013

Appendix 3B Page 7

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: (Company secretary)

Date: 12 September 2018

Print name: Tracey Hutchinson

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013