L1 Group Executes Transfer of 628,879 Ordinary Shares Following L1GAA Rights Exercises and Dividend Equivalent Allocations

Details Behind the 420,953 L1GAA Rights Exercise Resulting in 628,879 Ordinary Shares Transferred

The total number of ordinary shares transferred (628,879) exceeds the number of L1GAA rights exercised (420,953) due to the dividend equivalent entitlement attached to the rights. This feature compensates holders for distributions made during the rights’ life. The exercised rights were satisfied by transferring an equal number of existing ordinary shares to holders, consistent with the announcement’s disclosure that these underlying securities are existing fully paid ordinary shares in L1G.

Additionally, 207,926 ordinary shares were transferred to fulfill the dividend equivalent payments accrued on the exercised rights. Combined, these components total the 628,879 ordinary shares reported. The securities transfer occurred on 30 June 2026, while exercises took place on multiple dates from 1 April 2026 through the quarter, indicating staggered participation among rights holders.

Insights into L1 Group’s Incentive Framework via the L1GAA Rights Structure

L1 Group’s L1GAA rights, a class of unquoted convertible securities, demonstrate a structured equity-based incentive compensation approach. The announcement clarifies these securities were not issued under a traditional employee incentive scheme as defined by ASX Appendix 3G, though multiple participants exercised them during the quarter. Notably, none of the exercised L1GAA rights were held by key management personnel (KMP) or their associates, indicating the transfers involve only non-KMP participants.

The embedded dividend equivalent feature ensures rights holders receive additional ordinary shares to compensate for distributions foregone during the vesting or Holding Period. This mechanism supports retention and alignment by preventing economic disadvantage to rights holders compared to ordinary shareholders during the accumulation phase.

L1 Group’s Quoted Ordinary Shares Reach 2,566,551,484 After June Quarter Transfer

Following the transfer of 628,879 shares, L1 Group’s total quoted fully paid ordinary shares stand at 2,566,551,484, as reported in Part 4 of the company update. This figure, sourced from the Appendix 3G filing, reflects the post-transfer Capital position generated by the ASX system. The company notes that Part 4 figures may not represent current Issued Capital if other forms are concurrently processed by the exchange.

The transferred shares represent a modest addition relative to the approximately 2.57 billion total shares outstanding, limiting proportional impact on individual shareholder stakes. Nonetheless, any increase in issued shares is relevant for investors tracking dilution, especially considering the broader pool of unquoted incentive securities that could convert into ordinary shares in future periods.

Outstanding L1GAA Rights and April to June 2026 Exercise Period Timeline

The update reveals 36,936,251 L1GAA rights remain unexercised and unquoted. It is unclear whether the 420,953 rights exercised during April to June 2026 represent all exercisable rights in that period or only partial exercises by eligible participants. The announcement specifies this notification does not cover all Options or similar convertible securities, confirming a substantial volume of L1GAA rights remain outstanding.

The exercise window spanned 1 April to 30 June 2026, with the final transfer date on 30 June 2026. The staggered exercise dates suggest participants exercised their rights at different times within the quarter, a typical feature of broad-based rights plans allowing election within a defined window. Further exercises may occur in subsequent quarters depending on terms governing the remaining rights.

Diverse Unquoted Incentive Securities Portfolio Across Multiple Rights Classes

In addition to L1GAA rights, L1 Group holds a significant and varied pool of unquoted incentive securities. As detailed in Part 4.2 of the update, these include 9,000,370 L1GAC Deferred Rights, 8,908,769 L1GAB Performance Rights, 1,785,714 L1GAE Deferred Rights 2, 1,640,625 L1GAD Performance Rights 2, 2,298,245 L1GAG Performance Rights 3, 2,410,410 L1GAH Deferred Rights 4, and 2,202,517 L1GAF Deferred Rights 3. Together with the 36,936,251 outstanding L1GAA rights, this represents a substantial unquoted incentive security pool.

The multiple rights classes, spanning at least four generations of deferred rights and three of performance rights, indicate ongoing equity-based incentive awards across several grant cycles. Each class has unique vesting schedules, performance conditions, and exercise terms. Conversion of these securities into ordinary shares in future periods could further increase total quoted shares. Investors and analysts should monitor upcoming Appendix 3G filings as these classes approach vesting or exercise milestones.

Transfer Process Utilized Existing Shares Rather Than Issuing New Capital

Significantly, the ordinary shares transferred to L1GAA rights holders were sourced from existing securities rather than newly Issued Shares. The Appendix 3G filing confirms the conversion involved exchanging unquoted L1GAA rights for existing fully paid ordinary shares, with holders receiving existing securities. This distinction means the shares transferred did not represent new capital creation but were drawn from a pre-existing pool, possibly held in trust or reserved to fulfill rights obligations.

This approach aligns with common rights plan administration practices involving trust structures where shares are acquired on market and held until exercise. While the total quoted shares on ASX increase as rights are exercised, the economic effect differs from capital raisings where new shares are issued and proceeds received by the company. The update does not specify whether a trust or alternative mechanism supplied the shares.

No Key Management Personnel Participation in Exercised L1GAA Rights During Q2 2026

The update explicitly states that none of the L1GAA rights exercised between April and June 2026 were held by key management personnel or their associates. Under ASX Listing Rules and securities law, this distinction affects disclosure requirements. KMP equity transactions require enhanced reporting under Section 205G of the Corporations Act. The absence of KMP involvement means the transfer triggers no additional disclosures beyond the Appendix 3G notification.

For investors, the non-KMP nature of these exercises offers limited insight into management’s outlook on the company’s near-term prospects. Non-KMP rights exercises often reflect diverse personal financial considerations and plan terms, making them less indicative than director or senior executive market transactions. The announcement provides no further details on the identities or roles of participants exercising L1GAA rights during the period.

Implications of Ongoing L1GAA Rights Conversions for L1 Group’s Capital Structure

With 36,936,251 L1GAA rights still outstanding after the June quarter exercises, L1 Group’s capital structure retains significant potential for ordinary share issuance from this single rights class. Should all remaining rights be exercised, assuming a similar dividend equivalent share ratio, resulting ordinary share transfers could be material relative to the current quoted share base of approximately 2.57 billion. The update does not disclose exercise prices, vesting conditions, or remaining terms for outstanding L1GAA rights.

Considering the full unquoted securities register, the aggregate of unquoted performance rights, deferred rights, and L1GAA rights represents a further potential source of ordinary shares over coming quarters and years. The company’s obligation to satisfy these rights—via new issuance or transfer of existing shares—is a continuing aspect of its capital management. Investors tracking L1 Group’s share count and dilution risk should follow future Appendix 3G filings as rights classes reach vesting and exercise milestones. The immediate share price impact of this transfer was not evident from public information.