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GENERATION DEVELOPMENT GROUP LIMITED — Share Issue/Capital Change 2026
Mar 3, 2026
64973_rns_2026-03-03_24cadf9b-bfcb-465a-a098-4b99e7db0043.pdf
Share Issue/Capital Change
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4 March 2026
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ASX Announcement
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ISSUE OF SHARES UNDER LOAN SHARE PLAN
Generation Development Group Limited (ASX: GDG) (“Company”) announces that it has granted 227,921 fully paid ordinary shares to an eligible employee under its Loan Share Plan (LSP), the principal terms of which are as follows:
| SX Annarch 202E OF SHAREeration Developaid ordinaryh are as follo | ounce6S UNDER Lpment Groupshares to anws: | ounce6S UNDER Lpment Groupshares to anws: | mentOAN SHARE PLimited (ASX:eligible employ | LANGDG) (“Comee under its L | pany”) announcesoan Share Plan (LS | that it has graP), the princi | nted 227,921pal terms of | nted 227,921pal terms of | |
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| Eligi | bility | Employ | ees of a GDG | Group compa | ny who are selecte | d by the GDG | board of | ed | |
| directothat Mrfunded | rs (Board) willMike Wright (Cshares (Share | e eligible to pEO Evidentias) under the L | articipate in the LSGroup) is eligible tSP, totalling 227,9 | P. The Boardo receive a g21 shares. | has determinrant of loan | ||||
| Issu | e Price | The issASX fo | ue price of eacr the period up | h Share is thand including | e 5 trading day VWthe day the Share | AP of GDG ss were issued | hares sold on t. | he | |
| Perf | ormance Peri | od | 1 Janu | ary 2026 – 31 | December 20 | 30 | |||
| Loan | The Lobe appamounThe LoRepay | an will be limitelied over the St.an must be repment Date the | d recourse (thares to restriaid in full by tLoan amount | o the Shares) and ict trading and to sehe Loan Repaymeto be repaid is the | nterest-free.cure repayment Date. At thelower of the | A holding locknt of the LoanLoanarket value o | |||
| Loan RepaymentDate | 30 June 2031 | ||||||||
| Vesting Conditions | The Shares will vest to the extent that applicable vesting conditions are satisfied, andthe loan funded shares have not ceased to become eligible to vest over thePerformance Period.Vesting of the Shares is subject to the continued employment or engagement of MrWright during the Performance Period, as outlined below.If none of the performance conditions are met, all the Shares will be forfeited andsurrendered to meet loan repayment obligations.If only some of the performance conditions are met, a portion of the Shares will beforfeited and surrendered to meet loan repayment obligations.The Board will maintain overarching discretion to adjust the share price, change theVWAPperiod or alter the end date of theperformanceperiod in certain |
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circumstances including but not limited to capital raisings or acquisitions (to ensure management are not disincentivised to undertake a value accretive transaction) or share splits or initiatives which the Board deems necessary that negatively impacts the share price.
1. Share Price Growth (50%)
Share price growth has been selected to ensure participants are only rewarded when significant share price appreciation for shareholders has been generated.
Up to 50% of Shares will vest subject to meeting the below share price targets.
| Performance Target | Vesting (%) |
|---|---|
| < 1.5x share price growth overthe acquisitionprice | 0% |
| 1.5x share price growth over theacquisitionprice | 50% |
| Between 1.5x and 2x share pricegrowth over the acquisition price | Straight line vesting between 50% to 100% |
| 2x share price growth over theacquisitionprice | 100% |
The share price at the start of the Performance Period is the acquisition price used at the issue date.
The share price at the end of the Performance Period will be calculated based on the VWAP for the 30 trading days prior to the end of the Performance Period. 2. Relative Total Shareholder Return (50%)
rTSR has been selected to ensure participants are only rewarded where GDG’s TSR performance exceeds that of the S&P/ASX 101-300. Up to 50% of the Shares will vest subject to GDG’s TSR performance against the peer group.
| Performance Target | Vesting (%) |
|---|---|
| Less than 50th percentile | 0% |
| Between 50th and 75th percentile | Straight line vesting between 50% to 100% |
| 75th percentile or above | 100% |
The share price data used for the TSR calculation is based on:
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The 30-trading day VWAP up to but not included the first day of the Performance Period; and
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• The 30-trading day VWAP up to and including the final day of the Performance Period.
Cessation of If Mr Wright ceases employment or engagement with GDG for any reason except Employment or redundancy during the Performance Period, all unvested Shares will be surrendered Engagement in full satisfaction of the outstanding Loan balance. Mr Wright will not be entitled to any excess value about the outstanding Loan balance.
If Mr Wright ceases employment or engagement with GDG due to redundancy during the Performance Period, a pro-rated number of Shares (based on the proportion of
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| the Performance Period served) will remain on foot to be tested in the ordinarycourse at the end of the Performance Period. All remaining Shares will besurrendered in satisfaction of the same percentage of the outstanding Loan balanceof the Shares that do not vest bear to the total number of unvested Shares prior tocessation of employment or engagement.If Mr Wright’s employment or engagement ceases for any reason after the end of thePerformance Period but prior to 30 June 2031, the amount of the outstanding Loanbalance must be repaid prior to the date of cessation of employment or engagement.If the Loan is not re-paid or the value of the Shares is less than the outstanding Loanbalance, the Shares will be surrendered in full satisfaction of the Loan.The Board retains overriding discretion to determine an alternate treatment to thedefault treatment outlined above (e.g. in cases of total and permanent disability,illness or death). | |
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| Change of Control | If a change of control event occurs during the performance period, unless otherwisedetermined by the Board, the default treatment which applies is the performanceconditions attached to the tranche will cease to apply and Mr Wright will be entitled toretain a pro rata number of Shares reflecting the part of the performance periodelapsed at the time of the change of control event.•Any Shares that do not vest will be surrendered in satisfaction of the samepercentage of the outstanding loan balance as the Shares that do not vestbear to the total number of unvested Shares immediately prior to the changeof control event; and•In relation to any Shares that vest, the remaining loan balance will be repaidfrom the proceeds resulting from the change of control event. Mr Wright willbe entitled to retain any excess above the amount required to repay the loan.The Board retains overriding discretion to adjust the treatment of awards in a changeof control event including to comply with remuneration regulatory requirements. |
| Bonus issues, capitalreorganisations andpro-rata issues | The LSP provides for adjustments to be made to the number of Shares in the eventof a bonus issue, capital reorganisation or pro-rata issue of shares. |
| Rights attaching toShares | The Shares will rank equally with existing GDG shares on issue, with dividend andvoting rights, and will be quoted on the ASX. Mr Wright may not deal with his interestin the Shares while the Loan remains outstanding. |
An Appendix 2A in relation to the grant of these Shares follows.
ENDS
Authorised for release by the Company Secretary of Generation Development Group Limited.
Contact for further information:
Tanya Thomas Investor Relations Manager M: +61 421 041 355 E: [email protected]