MONADELPHOUS GROUP LIMITED — Share Issue/Capital Change 2021

Dec 20, 2021

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

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Announcement Summary

Entity name

MONADELPHOUS GROUP LIMITED

Date of this announcement

Tuesday December 21, 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
New class - code	RETENTION RIGHTS	1,115,200	20/12/2021
to be confirmed

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

MONADELPHOUS GROUP 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

28008988547

1.3 ASX issuer code

MND

1.4 The announcement is

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New announcement

1.5 Date of this announcement

21/12/2021

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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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does not have an existing ASX security code ("new class")

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

ASX +security code New class - code to be confirmed	+Security description RETENTION RIGHTS
+Security type	ISIN code
Other

Date the +securities the subject of this notification were issued

20/12/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Dino Foti	Dino Foti	32,700
Zoran Bebic	Zoran Bebic	32,700
Philip Trueman	Philip Trueman	27,200

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

A summary of the key terms of the Retention Rights is included in the announcement released to the ASX on 21 December 2021 and available at https://www.monadelphous.com.au/media/5832809/211221-asx-announcement_issue-of -retention-rights.pdf.

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

A summary of the key terms of the Retention Rights is included in the announcement released to the ASX on 21 December 2021 and available at https://www.monadelphous.com.au/media/5832809/211221-asx-announcement_issue-of -retention-rights.pdf.

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

Retention Rights will only vest if the continued service vesting conditions attaching to them (outlined in the ASX announcement released to the ASX on 21 December 2021 and available via the link above) have been satisfied.

Subject to the satisfaction of the continued service vesting conditions, Retention Rights will vest as follows:

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• One third 371,667 vests one year from grant date (20 December 2022) - One third 371,667 vests two years from grant date (20 December 2023) - One third 371,866 vests three years from grant date (20 December 2024) A further 43,600 Retention Rights have been offered to the Company's Managing Director, Robert Velletri, with the issue being subject to shareholder approval under ASX listing rule 10.14.

Any shares acquired upon vest of Retention Rights are subject to a disposal restriction as outlined in the ASX announcement released to the ASX on 21 December 2021 and available via the link above.

Issue details

Number of +securities

1,115,200

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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
MND : ORDINARY FULLY PAID	95,121,901

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
MNDAB : OPTION EXPIRING 14-SEP-2023 EX $14.84	2,580,000
MNDAC : OPTION EXPIRING 14-SEP-2024 EX $9.30	3,190,000
MNDAA : PERFORMANCE RIGHTS	79,190
New class - code to be confirmed : RETENTION RIGHTS	1,115,200

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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?

1,115,200

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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