RCR Tomlinson : Appendix 3B - Performance Rights (Unlisted)

Appendix 3B‌‌

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities‌ and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

RCR Tomlinson Ltd

ABN

81 008 898 486

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of +securities issued or to be issued	Performance Rights (unlisted)
2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	1,795,540 Performance Rights (Unlisted)

3	Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	588,240 Performance Rights issued to Managing Director and approved by shareholders on 25 October 2016; and 1,207,300 Performance Rights issued to other group executives. Performance Rights -Key Terms Performance Rights are issued under the terms of the RCR Performance Incentive Plan approved by shareholders on 6 November 2015. The proposed grant of Performance Rights will be subject to at least two (and potentially three) separate performance criteria measured over the three year performance period ending 30 June 2019: 50% of the Performance Rights will be subject to RCR achieving between 5% and 15% annual compound growth in Earnings Per Share ("EPS Hurdle"); and 50% of the Performance Rights will be subject to RCR's relative Total Shareholder Return ("TSR") performance, measured against a comparator group of peer companies ("TSR Hurdle"). The proposed terms for the grant of Performance Rights include an ability for the Board to introduce a third performance measure being an Economic Value Add ("EVA") measure. If the additional performance measure or similar value creation measure ("EVA Hurdle") is introduced then the Performance Rights will be split as follows, 50% to the EPS Hurdle, 25% to the TSR Hurdle and 25% to the EVA Hurdle. To the extent that the performance criteria is not satisfied, the Performance Rights will lapse. On exercise, each vested Performance Right carries a right to receive one fully paid ordinary share plus additional shares equal to the number calculated by dividing the value of the dividends that would have been earned by the prevailing end-of-day share price at the time that dividends are paid (rounded up to the nearest whole number). No amount is payable upon the issue or exercise of Performance Rights. Performance Rights that vest may be exercised (i.e. converted into ordinary shares) no later than 15 years after the grant date.

4	Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Performance Rights - Upon conversion of the Performance Rights into fully paid ordinary shares, the allotted and issued shares will rank equally in all respects with an existing class of quoted fully paid ordinary shares. The Performance Rights do not have any voting rights or rights to receive dividends.
5	Issue price or consideration	The Performance Rights are issued as part of the Managing Director's and other executive's remuneration arrangements and accordingly are issued for no consideration.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Grant of long-term incentives to the Managing Director and other executives.
6a	Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i	Not applicable
6b	The date the security holder resolution under rule 7.1A was passed	Not applicable
6c	Number of +securities issued without security holder approval under rule 7.1	Not applicable
6d	Number of +securities issued with security holder approval under rule 7.1A	Not applicable

6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	Not applicable
6f	Number of +securities issued under an exception in rule 7.2	Not applicable
6g	If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.	Not applicable
6h	If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements	Not applicable
6i	Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements	Not applicable
7	+Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	On or about 20 February 2017.
Number	+Class
8	Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	139,963,412	Fully Paid Ordinary Shares