WISEWAY GROUP LIMITED — Share Issue/Capital Change 2024

Sep 25, 2024

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Announcement Summary

Entity name

WISEWAY GROUP LIMITED

Date of this announcement

Thursday September 26, 2024

The +securities the subject of this notification are:

+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
WWGAA	PERFORMANCE RIGHTS	4,500,000	25/09/2024
WWGAA	PERFORMANCE RIGHTS	59,323	17/01/2023

Refer to next page for full details of the announcement

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Appendix 3G - 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

WISEWAY 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 Registration number ABN 26624909682

1.3 ASX issuer code

WWG

1.4 The announcement is

New announcement

1.5 Date of this announcement

26/9/2024

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

+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:

has an existing ASX security code ("existing class")

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

ASX +security code and description

WWGAA : PERFORMANCE RIGHTS

Date the +securities the subject of this notification were issued

25/9/2024

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

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

Yes	Yes
Provide details of the KMP or +associates being issued +securities.
Name of KMP	Name of registered holder	Number of +securities
Simon Yuen	Simon Yuen	3,000,000

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

Each right is issued pursuant to the Wiseway Employee Incentive Plan - Performance Rights. Each right is to acquire a fully paid ordinary share for nil consideration with vesting conditions to be satisfied. Vesting Conditions effective on grant date is 20% vesting at the end of each anniversary year (e.g first year being 30 June 2025), provided the below Vesting Criteria are met.

The Vesting Criteria, for each vesting year (20% tranche) are as follows:

¿ 50% of the rights will vest based on achieving a Total Shareholder Return (TSR) of at least 10%. ¿ 50% of the rights will vest based on the Group achieving a profit of at least $1 million for that financial year. You remain an employee of any member entity in the Group as at the relevant Vesting Date. No further amount is payable upon exercise of rights. If vesting conditions are not met, the unvested performance rights will be forfeited.

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

Issue details

Number of +securities

4,500,000

ASX +security code and description

WWGAA : PERFORMANCE RIGHTS

Date the +securities the subject of this notification were issued

17/1/2023

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Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class 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.

Provide details of the KMP	or +associates being issued +securities.
Name of KMP	Name of registered holder	Number of +securities
Roger Tong	Roger Tong	59,323

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

Each right is issued pursuant to the Wiseway Employee Incentive Plan - Performance Rights. Each right is to acquire a fully paid ordinary share for nil consideration with vesting conditions to be satisfied.

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

The Performance Rights were issued following receipt of Shareholder approval pursuant to Resolution 4 of the AGM held on 22 November 2022

Issue details

Number of +securities

59,323

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of the entity will comprise:

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
WWG : ORDINARY FULLY PAID	167,293,872
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
WWGAA : PERFORMANCE RIGHTS	4,873,100
WWGAB : OPTION EXPIRING 31-MAR-2026 EX $0.45	1,444,126
WWGAF : OPTION EXPIRING 30-JUN-2027 EX $0.1014	1,000,000
WWGAG : OPTION EXPIRING 30-JUN-2028 EX $0.1014	1,000,000
WWGAH : OPTION EXPIRING 30-JUN-2029 EX $0.1014	1,000,000
WWGAD : OPTION EXPIRING 01-JAN-2027 EX $0.103	500,000
WWGAE : OPTION EXPIRING 01-JUL-2027 EX $0.1014	1,500,000

4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)

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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? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

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