Rua Bioscience Limited — Share Issue/Capital Change 2021

Aug 25, 2021

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26 August 2021

Notice of issue of ordinary shares relating to Rua Bioscience Limited’s share option plan

This notice is given under NZX Listing Rule 4.6 and relates to the share option plan of Rua Bioscience Limited (the Company ) (the Plan ). This notice provides details of the issue of 58,820 ordinary shares in the Company and the cancellation of 20,000 options potentially convertible into 117,640 ordinary shares in the Company.

The Company’s Chief Executive Officer, Rob Mitchell, is a participant of the Plan and is currently entitled to 51,250 options potentially convertible into 301,453 ordinary shares. Up to 20,000 of those options (the Third Tranche Options ) could vest (and be exercised by Rob for nil consideration) following the achievement of some or all of the Third Vesting Conditions during the period from 1 October 2021 to 30 September 2022. If all of the Third Tranche Options were to vest and be exercised by Rob, they would convert into 117,640 ordinary shares in the Company. The Third Vesting Conditions have not yet been set by the Board.

The rules relating to the Plan (the Plan Rules ) permits the Board, in its absolute discretion, to cancel Rob’s entitlement to any option granted to him provided that the Board compensates him for the loss of that entitlement. The amount of such compensation is to be determined by the Board in its absolute discretion.

The Board has exercised its discretion under the Plan Rules and has cancelled Rob’s entitlement to all of the Third Tranche Options (the Cancellation ). In consideration for the Cancellation, Rob will be issued 58,820 ordinary shares in the Company (the Shares ) being 50% of the shares that Rob would have otherwise received had all the Third Tranche Options vested and been exercised in accordance with the Plan Rules and Rob’s option deed (the Share Issue ).

This notice details the Cancellation and the Share Issue.

At the date of this notice, Rua has 370,750 options potentially convertible into 2,180,755 ordinary shares pursuant to the Plan.

Section 1: Issuer information
Name of issuer	Rua Bioscience Limited
NZX ticker code	RUA
Class of financial product	Ordinary shares
ISIN (If unknown, check on NZX website)	NZRUAE0004S1
Currency	NZD
Section 2: Capital change details
Number issued	58,820
Nominal value (if any)	Not applicable
Issue price per security	Not applicable
Nature of the payment (for example, cash or other consideration)	Other consideration: • The Cancellation and Rob forgoing any entitlement to the Third Tranche Options

	as a result of the Cancellation; and • the services that Rob provides to the Company under the terms of his engagement with the Company.
Amount paid up (if not in full)	Not applicable
Percentage of total class of Financial Products issued (calculated on the number of Financial Products of the Class, excluding any Treasury Stock, in existence)	0.042%
For an issue of Convertible Financial Products or Options, the principal terms of Conversion (for example the Conversion price and Conversion date and the ranking of the Financial Product in relation to other Classes of Financial Product) or the Option (for example, the exercise price and exercise date)	Not applicable
Reason for issue and specific authority for issue (the reason for change must be identified here)	Issue of 58,820 ordinary shares (see details above) authorised by board resolutions dated 16 August 2021
Total number of Financial Products of the Class after the issue (excluding Treasury Stock) and the total number of Financial Products of the Class held as Treasury Stock after the issue	140,321,411
In the case of an acquisition of shares, whether those shares are to be held as treasury stock	Not applicable
Specific authority for the issue, acquisition, or redemption, including a reference to the rule pursuant to which the issue, acquisition, or redemption is made	Board resolutions dated 16 August 2021. The Shares were issued in accordance with Listing Rule 4.6.
Terms or details of the issue, acquisition, or redemption (for example: restrictions, escrow arrangements)	The Shares will rank equally in all respects with existing ordinary shares in the Company at the date on which they were issued
Date of issue	26 August 2021
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement	Hamish White
Contact person for this announcement	Kerry Donovan
Contact phone number	+64 21 128 7689
Contact email address	Kerry.donovan@ruabio.com
Date of release through MAP	26 August 2021