PACIFIC EDGE LIMITED — Director's Dealing 2022

Feb 18, 2022

DocuSign Envelope ID: 8AF8E8A4-2BCD-405F-91F7-4FCF41E9C2D3

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Ongoing Disclosure Notice

Disclosure of Directors and Senior Managers Relevant Interests Sections 297(2) and 298(2), Financial Markets Conduct Act 2013

ToNZX Limited; and
Name of listed issuer:		PacificEdgeLimited
Date this disclosure made:		18-Feb-22
Date of last disclosure:		N/A
Director or senior managergiving disclosure
Full name(s):		Peter Meintjes
Name of listed issuer:		Pacific Edge Limited
Name of related body corporate (if applicable):		N/A
Position held in listed issuer:		Chief Executive Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives) Class of affected quoted financial products: Nature of the affected relevant interest(s):
Class of affected quoted financial products:		Optionsto acquire ordinary shares
Nature of the affected relevant interest(s):		Legaland beneficialowner
For that relevant interest-
Number held in class before acquisition or disposal:		Nil
Number held in class after acquisition or disposal:		3,000,000 optionsto acquire ordinary shares
Current registered holder(s):		Peter Meintjes
Registered holder(s)once transfers are registered:		N/A
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:		N/A
Class of underlyingfinancial products:		N/A
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying financial products(if any):		N/A
A statement as to whether the derivative is cash settled or physicallysettled:		N/A
Maturitydate of the derivative(if any):		N/A
Expirydate of the derivative(if any):		N/A
Theprice specified in the terms of the derivative(if any):		N/A
Any other details needed to understand how the amount of the consideration payable under the derivative or the value of the derivative is affected by the value of the underlying financial products:		N/A
_For that derivative,- _
Parties to the derivative:		N/A
If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:		N/A
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates:		1
		18-Feb-22
		Issue of options to acquire ordinary shares pursuant to an option agreement between Peter Meintjes and the Company dated on or about the date of this disclosure notice. Subject to the continuous employment of the option holder (other than as a result of death or disability), the options will vest in five equal tranches on each of the first five anniversaries of 17 January 2022, as follows: • Year 1 - 600,000 options (Year 1 Shares) • Year 2 - 600,000 options (Year 2 Shares) • Year 3 - 600,000 options (Year 3 Shares) • Year 4 - 600,000 options (Year 4 Shares) • Year 5 - 600,000 options (Year 5 Shares) Options must be exercised within 4 years of the relevant vesting date, unless the option holder ceases to be an employee of the Company (or a subsidiary) other than as a result of permanent retirement, death or disability in which case all options that have vested must be exercised within one month of the date on which the option holder ceases to be employed.

DocuSign Envelope ID: 8AF8E8A4-2BCD-405F-91F7-4FCF41E9C2D3

Name of any other party or parties to the transaction (if known):		N/A
The consideration, expressed in New Zealand dollars, paid or received for the acquisition or disposal. If the consideration was not in cash and cannot be readily by converted into a cash value, describe the consideration:		Options are issued for nil consideration. To exercise any of the Options, cash consideration of: • NZD$1.15 per share for the Year 1 Shares; and • NZD$1.25 for the Year 2 – Year 5 Shares, is payable on the exercise of the Options. The option holder will have the option to elect a cashless settlement in which case the Company will issue to the option holder a lesser number of shares calculated as: (i) the number of shares specified in the relevant option notice; less (ii) an amount equal to the total exercise price for the relevant options divided by the 5 day VWAP of the Company's shares on the NZX Main Board on the trading day before the option holder's exercise of the Options (such amount represented as a number of shares rather than a dollar value, and rounded down to the nearest share).
Numberof financialproducts towhichthe transaction related:		Options to acquire 3,000,000 ordinary shares
If the issuer has a financial products trading policy that prohibits directors or senior managers from trading during any period without written clearance (a closed period) include the following details—
Whether relevantinterestswere acquired ordisposed ofduring a closed period:		N/A
Whether prior written clearance was provided to allow the acquisition or disposal to proceed duringthe closedperiod:		N/A
Date of the prior written clearance(if any):		N/A

Summary of other relevant interests after acquisition or disposal:

		Not applicable
		Not applicable
		Not applicable
		Not applicable
		Not applicable
The notional value of the derivative (if any) or the notional amount of underlying financial products (if any):		N/A
A statement as to whether the derivative is cash settled or physically settled:		N/A
Maturity date of the derivative (if any):		N/A
Expiry date of the derivative (if any):		N/A
The price's specified terms (if any):		N/A
Any other details needed to understand how the amount of the consideration payable under the derivative or the value of the derivative is affected by the value of the underlying financialproducts:		N/A
For that derivative relevant interest,-		N/A
Parties to the derivative:		N/A
If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:		N/A
Certification I, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. Signature of director or officer: Date of signature: or Signature of person authorised to sign on behalf of director or officer: Date of signature: Name and title of authorised person:
		17-Feb-2022
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
Name and title of authorised person: