EBOS Group Allocates 13,274 Shares to CEO Following Vesting of First Tranche in Sign-On Performance Rights Plan

Details of EBOS Group’s CEO Sign-On Award and Three-Tranche Performance Rights Structure

EBOS Group’s recent update formalizes the capital change associated with the first tranche of a CEO Sign-On Award, which is divided into three separate vesting events. This award serves as an incentive aligned with executive retention, requiring the CEO to remain employed with the company on each specified vesting date without having provided notice of termination. Such structures are common among large publicly listed companies aiming to secure senior leadership in competitive sectors.

The initial tranche, consisting of 13,274 rights, vested on 1 July 2026, prompting the issuance of an equal number of fully paid ordinary shares on 2 July 2026. The vesting condition for this tranche was solely based on employment status, with no financial performance criteria attached. The two remaining tranches—13,274 rights vesting on 1 July 2027 and 13,275 rights vesting on 1 July 2028—are subject to the same employment retention conditions, requiring the CEO’s continued service to EBOS Group over the next two years.

Mechanics of the Nil-Cost Share Issuance Under EBOS Group’s Performance Rights Plan

The shares were issued at a nil price per share, consistent with typical performance rights plans utilized by Australian and New Zealand listed entities. Under such plans, executives receive contingent rights to shares that vest upon meeting specified conditions, with no upfront payment required. The consideration is the executive’s ongoing employment and service rather than a monetary transaction.

The announcement states that the issuance was authorized by a directors’ resolution and executed under the EBOS performance rights plan. These shares have no nominal value and are accounted for as equity-settled share-based payments. Newly issued shares rank equally with all existing fully paid ordinary shares, carrying identical dividend, voting, and capital rights as other shareholders’ holdings.

Effect on EBOS Group’s Share Capital and Dilution Impact

Following this issuance, EBOS Group’s total ordinary shares outstanding amount to 206,962,603, excluding treasury stock. The issuance accounts for roughly 0.00641413% of the total share class immediately prior to the issue, representing a negligible dilution effect on existing shareholders and an unlikely material impact on earnings per share for the current reporting period.

The remaining two tranches, totaling 26,549 rights, could result in a similar minor dilution if they vest in 2027 and 2028. Should the CEO satisfy the employment conditions, the full three-tranche award would culminate in issuing up to 39,823 fully paid ordinary shares. Relative to the approximately 207 million shares currently outstanding, this represents a very small proportion of total capital. Nevertheless, institutional investors and proxy advisors typically monitor cumulative executive equity awards closely as part of remuneration governance.

Employment Conditions Governing Future Vesting Dates

The CEO Sign-On Award’s remaining tranches are contingent on the CEO’s continued employment with EBOS Group on 1 July 2027 and 1 July 2028, respectively. The announcement clarifies that vesting will not occur if the CEO has tendered notice of resignation before these dates, adding a forward-looking element for investors tracking senior leadership stability.

Notably, the announcement does not disclose the CEO’s identity or any financial performance metrics linked to the remaining tranches. Based on the information provided, the vesting conditions remain employment-based only, consistent with the first tranche that has now vested.

EBOS Group’s Dual Listing and NZX Disclosure Compliance

EBOS Group Limited is dual-listed, filing this capital change notice under NZX rules as indicated by its ticker EBO and adherence to the NZX Listing Rules. The shares bear ISIN NZEBOE0001S6 and are denominated in New Zealand dollars, reflecting the company’s New Zealand incorporation and primary NZX listing. EBOS Group is a leading Australasian marketer, wholesaler, and distributor of healthcare, medical, and pharmaceutical products.

The capital change was authorized by a directors’ resolution and announced via the NZX Market Announcement Platform (MAP) on 2 July 2026, one day after the vesting date. The announcement contact and authorized signatory is Janelle Cain, accessible through the group’s Melbourne office. This filing complies with continuous disclosure obligations for NZX-listed companies issuing new securities, irrespective of issuance size.

Equal Ranking of Newly Issued Shares with Existing Ordinary Shares

The company update confirms that the fully paid ordinary shares issued upon vesting rank equally with all existing shares. This means the CEO’s new shares carry identical rights to other shareholders, including dividends, voting, and participation in capital returns or corporate actions.

Equal ranking is a standard requirement under both NZX and ASX listing rules for shares issued under employee incentive schemes, ensuring executives do not receive preferential or inferior equity classes. For investors, this guarantees the new shares do not confer any special claims on the company’s assets beyond those held by all ordinary shareholders.

Context of the CEO Sign-On Award Within EBOS Executive Remuneration

Sign-on awards, also known as welcome awards or commencement grants, are commonly granted by boards to attract senior executives, particularly when a new CEO forfeits unvested equity from a previous employer. By structuring the award across three annual tranches with employment conditions, EBOS Group’s board incentivizes the CEO to remain with the company for at least three years, aligning executive tenure with shareholder interests.

The announcement does not disclose the monetary value of the Sign-On Award, total remuneration, or the CEO’s start date. Such details are typically found in EBOS Group’s Annual Report and remuneration report, which are subject to non-binding shareholder votes at the Annual General Meeting. The vesting of this first tranche may indicate the CEO has reached an initial retention milestone.

Investor Considerations Ahead of 2027 and 2028 Vesting Events

With the first tranche completed, attention now turns to the potential vesting of 13,274 rights on 1 July 2027 and 13,275 rights on 1 July 2028. Investors and analysts monitoring EBOS Group’s executive continuity should view these dates as key indicators of CEO retention under the sign-on plan. If the CEO departs before either date, the unvested rights will lapse per the employment conditions.

The immediate share price impact of this issuance appears minimal given the small scale relative to total shares outstanding. More significant share price drivers are likely to stem from EBOS Group’s operational and financial performance, strategic initiatives in healthcare distribution and community pharmacy, and any market guidance updates. This announcement does not provide financial forecasts or forward-looking statements beyond outlining the award’s tranche structure.

Administrative Details and Timing of the Capital Change

The official date of issue for the 13,274 shares is 2 July 2026, one day after the vesting date of 1 July 2026. The release was authorized by Janelle Cain and submitted via the NZX MAP system on 2 July 2026. The capital change notice includes issuer information, capital change specifics, and authority contact details, complying with NZX’s standard disclosure format for share capital changes.

The issuance was approved by directors’ resolution under the EBOS performance rights plan. No escrow or other restrictions beyond the plan’s employment conditions were noted. As a continuous securities issuer under its equity incentive arrangements, EBOS Group is obligated to notify NZX of each such issuance to maintain transparency for investors regarding changes in share capital and potential dilution.