Briscoe Group Limited — Share Issue/Capital Change 2021

Jun 14, 2021

Template Capital Change Notice

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Updated as at 17 October 2019

Notice of issue of Performance Rights under the Briscoe Group Limited (BGP) Briscoe Group Senior Executive Incentive Plan

This notice is given under the NZX Listing Rules 3.13.1 and relates to the issuance of performance rights which are convertible into fully paid ordinary shares in BGP should certain vesting conditions and performance hurdles be met under BGP’s Senior Executive Incentive Plan (the Plan ).

Section 1: Issuer information
Name of issuer	Briscoe Group Limited
NZX ticker code	BGP
Class of financial product	Performance Rights, each representing anentitlement to acquire an ordinary share inBGP
ISIN (If unknown, check on NZX website)	NZBGRE0001S4
Currency	New Zealand Dollars
Section 2: Capital change details
Number issued/acquired/redeemed	83,334 Performance Rights
Nominal value (if any)	Not applicable
Issue/acquisition/redemption price per security	Performance Rights issued under the Plan fornil consideration.
Nature of the payment (for example, cash or otherconsideration)	Not applicable
Amount paid up (if not in full)	Not applicable
Percentage of total class of Financial Productsissued/acquired/redeemed/ (calculated on the number ofFinancial Products of the Class, excluding any TreasuryStock, in existence)1	36.95% of Performance Rights on issue,giving rights in respect of ordinary sharesequal to 0.0374% of the total ordinary shareson issue (post issue)
For an issue of Convertible Financial Products orOptions, the principal terms of Conversion (for examplethe Conversion price and Conversion date and theranking of the Financial Product in relation to otherClasses of Financial Product) or the Option (forexample, the exercise price and exercise date)	•The terms upon which the PerformanceRights and the ordinary shares will be issuedare those specified in the Briscoe GroupSenior Executive Incentive Plan Rules andthe invitation letters sent to participants•Each Performance Right granted under thePlan entitles the holder to receive one fullypaid ordinary share in BGP•The Performance Rights have a nil exerciseprice and will vest upon the satisfaction orwaiver of the relevant performance hurdlesand/or specified vesting conditions and theannouncement of the audited financialstatements for the 2023/24 financial year.Performance Hurdles•50% of the conversion of the PerformanceRights to ordinary shares is subject to a

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

	Total Shareholder Return (TSR) compoundgrowth performance for the three-year periodending on the announcement of BGP’s2023/24 financial year result and convertedon a sliding scale proportionate to the TSRcompound growth performance•50% of the conversion of the PerformanceRights to ordinary shares is subject to anEarnings Per Share (EPS) compound growthperformance for the three-year period ending28 January 2024 and converted on a slidingscale proportionate to the EPS compoundgrowth performancePerformance Rights will lapse where theperformance conditions are not met.Performance Rights will lapse where theholder ceases to be employed by BGP beforethe end of the performance period.There is no amount payable by holders eitheron grant of the Performance Rights orconversion of the Performance Rights toordinary shares
Reason for issue/acquisition/redemption and specificauthority for issue/acquisition/redemption/ (the reasonfor change must be identified here)	The grant of Performance Rights is part of along term incentive programme for theprovision of performance-based remunerationdesigned to incentivise selected keyexecutives of BGP
Total number of Financial Products of the Class after theissue/acquisition/redemption/Conversion (excludingTreasury Stock) and the total number of FinancialProducts of the Class held as Treasury Stock after theissue/acquisition/redemption.	89,286 Performance Rights issued 26 June2019136,218 Performance Rights issued 30 July202083,334 Performance Rights issued 15 June2021308,838 Total Performance RightsThere is no treasury stock.
In the case of an acquisition of shares, whether thoseshares are to be held as treasury stock	Not applicable
Specific authority for the issue, acquisition, orredemption, including a reference to the rule pursuant towhich the issue, acquisition, or redemption is made	Board Resolution dated 9 June 2021 and NZXListing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption(for example: restrictions, escrow arrangements)	See above. Any Ordinary Shares issued onvesting and exercise of Performance Rightswill rank equally with existing Ordinary Shares.
Date of issue/acquisition/redemption2	15/06/2021

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).

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Capital Change Notice

TemplateCapital Change Notice	TemplateCapital Change Notice
Updated as at17October 2019
Section 3: 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 9 8155678
Contact email address	geoff@briscoes.co.nz
Date of release through MAP	15/06/2021