Microsoft Word - Appendix_03B October 2015 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


PACIFIC BRANDS LIMITED


ABN


64 106 773 059


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).


Performance Rights under the Pacific Brands Performance Rights Plan

1 +Class of +securities issued or to be issued


8,124,392

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

8,124,392 Performance Rights granted to 7 executives (including the CEO) as part of their remuneration packages under the Company's Performance Rights Plan. Each performance right is an entitlement to one share in the company, subject to the satisfaction of the relevant performance conditions. Performance conditions are measured over 3 years from 1 July 2015 to 30 June 2018 and are based on TSR and EPS growth measures. The performance conditions are re‐measured over a 4 year period from 1 July 2015 to 30 June 2019, should the Performance Rights fail to vest, in whole or in part, at the first testing date. Upon vesting, shares will be allocated to the executed and will not be subject to trading restrictions. No amount is payable by executives upon the vesting of the Performance Rights.

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)


Shares allocated upon vesting of the Performance Rights will rank equally with all existing ordinary shares.

  1. 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


      Nil

  2. Issue price or consideration


    8,124,392 performance rights issued effective

    1 July 2015 pursuant to the Company's Performance Rights Plan as part of the executives remuneration packages under the Company's long term incentive scheme.

  3. Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)


No

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


26 October 2015

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.


Number

+Class

917,226,291

Ordinary fully paid shares

8 Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

distributed by