Zip : Notification regarding unquoted securities - Z1P

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

	Announcement Summary
only	Entity name
ZIP CO LIMITED.
		Date of this announcement
		Friday March 04, 2022
		The +securities the subject of this notification are:
		Other
use	Total number of +securities to be issued/transferred
ASX +security
		code	Security description
		New class - code	Convertible Note - Listed on SGX-ST
		to be confirmed
personalFor	Refer to next page for full details of the announcement

Total number of +securities to be

issued/transferred Issue date

2,000 23/04/2021

Notification of Issue, Conversion or Payment up of Unquoted

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

Part 1 - Entity and announcement details

For personal use only

1.1 Name of entity

ZIP CO 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
ACN	139546428
1.3	ASX issuer code
Z1P

1. The announcement is New announcement
2. Date of this announcement

4/3/2022

Notification of Issue, Conversion or Payment up of Unquoted

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

Part 2 - Issue details

For personal use only

2.1 The +securities the subject of this notification are: Other

Please specify

Issued further to manual App 3B on 15/4/21.Notifiedalso on 23/4/21 and ratified in AGM held 4/11/21

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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

Notification of Issue, Conversion or Payment up of Unquoted

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

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

only	New +securities
ASX +security code			+Security description
	New class - code to be confirmed			Convertible Note - Listed on SGX-ST
	+Security type			ISIN code
	+Convertible debt securities			XS2330529905
use	Date the +securities the subject of this notification were issued
23/4/2021
	Will all the +securities issued in this class rank equally in all respects from their issue date?
personal	Yes
Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under
	listing rule 6.1?
	Yes
	Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being
	issued.
	Please refer to the Offering Circular lodged with ASX on 21 April 2021 which contains information on the offer and the
	terms and conditions of the Notes.
+Convertible debt securities Details
	Type of +security
	Convertible note or bond
	+Security currency	Face value	Interest rate type
For	AUD - Australian Dollar	AUD 200,000.00000000	Zero coupon/no interest
Frequency of coupon/interest payments per year

No coupon/interest payments

s128F of the Income Tax Assessment Act status applicable to the +security

s128F exempt

Is the +security perpetual (i.e. no maturity)?

No

Notification of Issue, Conversion or Payment up of Unquoted

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For personal use only

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

Maturity date

23/4/2028

Select other feature(s) applicable to the +security

Convertible

Redeemable

Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?

No

Details of the existing class of +security that will be issued if the securities are converted, transformed or exchanged

Other

Description

A variable number of Ordinary shares will be issued if Notes are exchanged.

In respect of the trigger date above, as outlined in the Appendix 3B lodged on 15 Apr 21, the trigger date was 3 Jun 21.

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

A variable number of Ordinary shares in Zip Co Limited (ASX: Z1P) will be issued if Notes are exchanged. The Conversion Price is initially A$12.39, subject to customary adjustment for dilutive events and upon a change of control in accordance with the terms and conditions of the Notes. The number of Ordinary Shares to be issued is equal to the principal amount of the Notes to be converted divided by the then prevailing Conversion Price.

In Section 4.1 below:

Z1P Ordinary Fully Paid = 588,834,884. This is incorrect as does not include the shares issued further to the App 2A allotted previous to this form (released on 3 March 2022). The correct total is 667,120,023 (588,834,884+78,285,139 = 667,120,023).

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Issued further to manual App 3B on 15/4/21.Notifiedalso on 23/4/21 and ratified in AGM held 4/11/21

Notification of Issue, Conversion or Payment up of Unquoted

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