Share Buyback in connection with the FY25 LTI Plan

CORPACT

Fri, Oct 25 2024 03:49 pm

Meridian Energy Limited (Meridian) announces that, in connection with the FY25 Long-Term Incentive Plan (LTI Plan) (described below), it will begin an on-market share buyback to purchase a maximum of 1,000,000 ordinary shares (Buyback). Meridian will only acquire shares on the NZX Main Board. The Buyback may occur from 1 November 2024 until 29 November 2024.

The acquired shares will not be cancelled and will be held by Meridian as treasury stock as permitted under its constitution.

Background
Meridian has an Long-Term Incentive Scheme (LTI Scheme) for certain senior employees of Meridian.
The LTI Scheme is intended to attract and retain key employees and align the interests of participants with those of shareholders.

In connection with the FY25 LTI Plan, the Company issued rights to acquire ordinary shares in the Company (Share Rights) to participants who accepted the offer to participate in the LTI Plan (Participants). Each Share Right entitles the holder to one ordinary share in the Company and an additional number of shares equal to the value of gross cash dividends per share, which would have been paid to a New Zealand tax resident who held a share for the duration of the vesting period, calculated using a 10-day volume weighted average price.

The number of Share Rights that vest is dependent on:

(a) Meridian’s total shareholder return over a 3-year performance period (Performance Period) relative to Meridian’s cost of equity, and the performance of the S&P/NZX50 Index (Performance Hurdles); and

(b) if the Participant continues to be employed by Meridian during the vesting period (Employment Condition), (together the Vesting Conditions).

Share Rights will lapse where the Vesting Conditions are not satisfied (although this is subject to the Board's discretion in relation to the Employment Condition).

Meridian will meet its obligations under the LTI Plan by the Buyback, holding these shares as treasury stock for the Performance Period, and transferring these shares to the Participants if the Vesting Conditions are met and the Participants exercise their Share Rights.