hipages Group Allocates 30,390 Employee Incentive Rights Under Existing Equity Scheme

Details of the Issuance and Appendix 3G Filing

On 3 July 2026, hipages Group Holdings Limited submitted an Appendix 3G to the ASX, formally notifying the market of the issue of 30,390 unquoted rights under its employee incentive scheme. Although these securities, identified by ASX code HPGAA, were issued on 30 April 2026, the notification aligns with the company’s ongoing compliance obligations under ASX Listing Rules. The Appendix 3G is the required disclosure form for unquoted equity securities—those that form part of the company's capital structure but are not yet tradable on the open market.

Understanding the difference between quoted and unquoted securities is crucial for investors. Unlike the freely tradable ordinary HPG shares, the HPGAA rights carry transfer restrictions and will not be listed on the ASX until the restriction period concludes. This is typical for employee equity plans, designed to align long-term employee incentives with company performance rather than provide immediate liquidity. By disclosing this issuance, hipages Group fulfills its obligation to keep the market informed of changes in its capital structure.

Overview of the hipages Employee Equity Plan and Governance

The rights issued are part of the hipages Employee Equity Plan, established and described in section 6.4.3 of the company’s Prospectus dated 21 October 2020, which was released on 11 November 2020 in conjunction with hipages Group’s ASX listing. The plan sets out terms under which eligible employees receive equity-linked incentives contingent on continued service and, in many cases, performance targets. This plan aims to attract, retain, and motivate key personnel by offering a direct stake in the company’s long-term success.

The issuance complies with Australian corporate law and ASX Listing Rules, specifically Listing Rule 7.2, Exception 13, which permits employee incentive scheme securities to be issued without shareholder approval. hipages Group confirmed that this issuance falls within this exemption, allowing the 30,390 rights to be lawfully issued without a general meeting or security holder vote.

Position of the 30,390 HPGAA Rights Within hipages Group’s Capital Structure

After this issuance, the total unquoted HPGAA rights stand at 8,263,113 units, making the 30,390 rights a modest addition to an already significant employee incentive pool. Alongside these unquoted rights, hipages Group has 136,690,095 ordinary fully paid shares (HPG) actively traded on the ASX, representing the main equity available to investors.

It is important to note that the figures reported in the Appendix 3G are generated from ASX records and might not fully reflect the company’s current issued capital if other filings such as Appendix 2A or 3H are concurrently processed. hipages Group has acknowledged this standard disclaimer. Investors seeking the most accurate and current capital structure should cross-check this notification with other recent filings and the company’s latest annual report or investor presentations.

Transfer Restrictions on HPGAA Rights and Implications of Their Expiry

The HPGAA rights issued on 30 April 2026 are subject to transfer restrictions, meaning recipients—employees or eligible participants—cannot sell or assign these rights until the restriction period ends. The specific terms regarding the expiration of these restrictions are detailed in the hipages Employee Equity Plan documentation, referring back to the 2020 Prospectus. The company did not disclose the vesting schedule or performance conditions for this tranche in the current update.

Upon lifting of the transfer restrictions, the unquoted HPGAA rights may convert into ordinary HPG shares, contingent on meeting vesting conditions. This conversion would increase the number of quoted shares and reduce the unquoted rights pool. Investors concerned about dilution should monitor the size and changes in the HPGAA pool over time, with vesting or conversion notifications serving as key milestones.

Timing Between Issue and Notification Dates

The approximately two-month gap between the issue date (30 April 2026) and the Appendix 3G notification date (3 July 2026) is consistent with ASX Listing Rules. While companies must notify the exchange of unquoted securities issuances, timing for employee incentive scheme filings allows administrative flexibility due to internal processing and approvals. This delay is common and does not indicate any irregularity.

Allocation to Key Management Personnel

The Appendix 3G confirms that some of the 30,390 HPGAA rights were allocated to key management personnel (KMP) or their associates, fulfilling disclosure requirements for transparency regarding equity-based remuneration of senior executives and directors. Details on individual recipients, allocation amounts, and attached conditions are usually disclosed in the company’s annual remuneration report. The inclusion of KMP in this grant aligns with the plan’s purpose to align leadership interests with shareholders.

Business Context and Strategic Role of Equity Incentives

hipages Group operates a leading Australian online platform connecting homeowners with trade service providers. Since its ASX listing in November 2020, the company has focused on expanding its marketplace and SaaS offerings for tradespeople, targeting growth in the residential home improvement sector. In a competitive labour market, equity-based remuneration is a vital tool for attracting and retaining skilled professionals.

The Employee Equity Plan’s use of rights that vest over time, often linked to service and performance conditions, reflects a strategic choice to motivate and retain key contributors by providing a stake in the company’s long-term success. While beneficial for alignment with shareholder interests, investors should consider the dilution impact on per-share metrics.

Listing Rule 7.2 Exception 13 and Absence of Shareholder Approval

The 30,390 HPGAA rights were issued under Exception 13 of ASX Listing Rule 7.2. This rule generally limits issuance of new capital to 15% of issued shares within 12 months without shareholder approval but exempts securities issued under approved employee incentive schemes. Because hipages Group’s Employee Equity Plan was disclosed in its 2020 Prospectus and operated transparently, issuances under the plan do not require shareholder approval, allowing efficient plan administration without convening meetings.

Monitoring Future Movements in HPGAA Rights

Investors can track changes in the HPGAA rights pool by following future Appendix 3G filings for new issuances and Appendix 3H filings for cancellations. These public disclosures provide ongoing insight into the growth and reduction of the unquoted rights pool. Additionally, the company’s annual remuneration report details equity incentive activity, including grants, vesting, forfeitures, and outstanding rights, often broken down by KMP.

The next significant event for investors will be announcements of rights vesting and converting into ordinary shares, which increase the quoted share count and indicate the employee equity program’s progress. The immediate market reaction to this Appendix 3G notification was not evident from available information.