Smartpay : Issue of Share Performance Rights to Key Management

Issue of Share Performance Rights to Key Management

-

At the Annual Meeting of shareholders held in September,	ASX: SMP	REGISTERED OFFICES
the Shareholders approved the issue of Share Performance	NZX: SPY	New Zealand:
only		205 - 209 Wairau Road
Rights to Martyn Pomeoy, Smartpay's Managing Director
(MD Share Performance Rights).	SHARE INFORMATION	Wairau Valley
		Issued Shares: 238,284,963	Auckland 0627
The Board has subsequently approved the issue		New Zealand
WEBSITES
of Share Performance Rights to certain of its key	Phone: [phone]
www.smartpay.co.nz
management team, it believes that the issue of these
www.smartpay.com.au	Fax: [phone]
hare performance rights will assist the reward, retention
www.smartpayinvestor.com	[e-mail]
and motivation of the key management team to create
shareholder value.	BOARD OF DIRECTORS	Australia:
use	Level 2
Non- Exec Chairman:
The Share Performance Rights issued to key	117 York Street
Greg Barclay
management have the same performance hurdles,	Managing Director:	Sydney
commencement dates and vesting dates as those of the	Martyn Pomeroy	NSW 2000
MD Share Performance Rights, full details of which can	Non-Executive:	Phone: [phone]
be found in the Notice of Meeting lodged with the NZX	Matthew Turnbull
Non-Executive:	Fax: [phone]
on 27 August 2021.
Carlos Gil	[e-mail]
personal
Non-Executive:
William Pulver
ENDS
F	r further information contact: Marty Pomeroy, Managing Director, [phone] / 64 (9) 442 2714
C	rporate Directory	Shareholder Enquiries
Registered and Principal offices	Enquiries concerning shareholdings should be addressed to:
ForNew Zealand:	New Zealand:
205 - 209 Wairau Road,	Computershare Investor Services Limited
Wairau Valley, Auckland 0627	Private Bag 92119, Auckland 1142
Email: [e-mail]	Phone: [phone]
Phone: [phone]	Fax: [phone]
Fax: [phone]	Australia:
Website: www.smartpay.co.nz
Computershare Investor Services Pty Limited
Australia:
GPO Box 3329
Level 2, 117 York Street,	Melbourne, VIC 3001
Sydney, NSW 2000	Free phone: [phone]
Email: [e-mail]
Fax: [phone]
Phone: [phone]
Fax: [phone]
Website: www.smartpay.com.au

				Template
			Capital Change Notice
				Updated as at 17 October 2019
only
Section 1: Issuer information
Name of issuer	Smartpay Holdings Limited
		NZX ticker code	SPY
		Class of financial product	Share Performance Rights, each
				representing an entitlement to
				acquire an ordinary share in SPY
use	ISIN (If unknown, check on NZX website)	Not applicable
Currency	NZ$
Section 2: Capital change details
		Number issued/acquired/redeemed	1,708,368 Share Performance
				Rights issued
		Nominal value (if any)	Not applicable
personal	Issue/acquisition/redemption price per security	Share Performance Rights are
		issued for nil consideration
		subject of this notice fully vest
				Share Performance Rights have a
				nil exercise price
		Nature of the payment (for example, cash or other	Not applicable
		consideration)
		Amount paid up (if not in full)	Not applicable
		Percentage of total class of Financial Products	43.3% of Share Performance
		issued/acquired/redeemed/ (calculated on the number of	Rights (2,239,380 Share
		Financial Products of the Class, excluding any Treasury	Performance Rights having been
		Stock, in existence)1	issued to the Managing Director
				of the Company in September
				2021 ("the MD Share
				Performance Rights")). If the
				Share Performance Rights the
For			then the holders will be issued
		fully paid ordinary shares in SPY
		equating to 0.71% of SPY's
				ordinary shares on issue as at the
				date of this notice.
		For an issue of Convertible Financial Products or Options,	The Share Performance Rights
		the principal terms of Conversion (for example the	are issued in three tranches, with
		Conversion price and Conversion date and the ranking of	each tranche having different
		the Financial Product in relation to other Classes of	performance hurdles,
		Financial Product) or the Option (for example, the exercise	commencement dates and
		price and exercise date)	vesting dates.
				The Share Performance Rights
				have the same performance

1 The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

For personal use only

			hurdles, commencement dates
			and vesting dates as those of the
			MD Share Performance Rights
			(full details of the performance
			hurdles and other vesting
			conditions of the MD Share
			Performance Rights are set out in
			the Notice of Meeting lodged with
			NZX on 27 August 2021).
			On becoming exercisable, each
			vested Share Performance Right
			will entitle the holder to one fully
			paid ordinary share in SPY
	Reason for issue/acquisition/redemption and specific	Issued to incentivise certain key
	authority for issue/acquisition/redemption/ (the reason for	managers of the Smartpay Group
	change must be identified here)	in their respective roles and to
			retain them for the three-year
			period of the Share Performance
			Rights
	Total number of Financial Products of the Class after the	3,947,748 Share Performance
	issue/acquisition/redemption/Conversion (excluding	Rights on issue (this being the
	Treasury Stock) and the total number of Financial Products	second issue of Share
	of the Class held as Treasury Stock after the	Performance Rights as at the
	issue/acquisition/redemption.	date of this notice)
	In the case of an acquisition of shares, whether those	Not applicable
	shares are to be held as treasury stock
	Specific authority for the issue, acquisition, or redemption,	Resolution of the board of
	including a reference to the rule pursuant to which the	directors dated 15 December
	issue, acquisition, or redemption is made	2021 and Listing Rule 4.6.1
	Terms or details of the issue, acquisition, or redemption (for	See above and the Notice of
	example: restrictions, escrow arrangements)	Meeting filed on 27 August 2021.
			Share Performance Rights do not
			entitle the holder to receive
			dividends or distributions but they
			are 'dividend protected' as set out
			in the Notice of Meeting filed on
			27 August 2021.
			Any shares issued on exercise of
			the Share Performance Rights will
			rank equally with existing ordinary
			shares.
	Date of issue/acquisition/redemption2	21 December 2021
	Section 3: Authority for this announcement and contact person
	Name of person authorised to make this announcement	Rowena Bowman
	Contact person for this announcement	Rowena Bowman

2 Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

For personal use only

		Template
	Capital Change Notice
		Updated as at 17 October 2019
Contact phone number		09 442 7769
Contact email address		[e-mail]
Date of release through MAP		21 December 2021

Total shares on issue currently : 238,284,963 - if all awarded

only

Ongoing Disclosure Notice

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

To NZX Limited; and

Name of listed issuer:

Date this disclosure made:

Date of last disclosure:

Director or senior manager giving disclosure

Full name(s):

Name of listed issuer:

Name of related body corporate (if applicable):

Position held in listed issuer:

Smartpay Holdings Limited

21-Dec-21

16-Jan-20

Martyn Richard Pomeroy

Smartpay Holdings Limited

n/a

Managing Director

use

Summary of acquisition or disposal of relevant interest (excluding specified derivatives)

Class of affected quoted financial products:

Nature of the affected relevant interest(s):

For that relevant interest-

Number held in class before acquisition or disposal:

Number held in class after acquisition or disposal:

Current registered holder(s):

Registered holder(s) once transfers are registered:

Unlisted share performance rights (Share Performance Rights) each representing an entitlement to acquire a fully paid ordinary share in SPY

Legal and beneficial interest

0

2,239,380

Martyn Richard Pomeroy

n/a

For personal

Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)

Type of affected derivative:		n/a
Class of underlying financial products:
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 physically settled:
Maturity date of the derivative (if any):
Expiry date of the derivative(if any):
The price specified in the terms of the derivative (if any):
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:
For that derivative,-
Parties to the derivative:
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates:

1

Details of transactions requiring disclosure-