Kiwi Property/Announcement
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Updated DRP booklet

Dividend20 November 2017KPGReal Estate

more shares?
dividend reinvestment plan

The dividend reinvestment plan
(the Plan) provides eligible

Shareholders an opportunity to

increase their investment in the

Company by reinvesting Dividends

paid into additional Shares.

This booklet explains how the

Plan works.

If you wish to participate in the Plan, or if

you already participate and wish to vary

your participation, you will need to complete

the Election Notice accompanying this

booklet and return it to the Registrar.

Kiwi Property's

dividend...

your opportunity

to acquire more

Kiwi Property shares

This document is important. If you are uncertain about whether

this investment is appropriate for you, you should seek the advice

of an appropriately qualified financial adviser. This document is

not investment advice and does not take into account your

investment objectives, financial situation or particular needs.

contents

PG 01 highlights

PG 02 key features

PG 06 plan terms

PG 16 directory

PG 17 instructions for election notice

PG 18 dividend reinvestment plan

election notice

1
reinvest

the Plan provides an opportunity

for eligible Shareholders to reinvest

Dividends paid by the Company

optional

participation is optional and is open to eligible

New Zealand and Australian Shareholders

no cost

participation is easy, with no brokerage,

commissions or transaction costs payable

choose your

participation

your participation may be full or partial

change at

any time

you may vary or terminate your

participation in the Plan at any time

fully paid

all Shares issued under

the Plan will be fully paid

quoted

shares issued under the Plan will be quoted

on the NZX Main Board and may be sold or

transferred at any time following allotment

highlights

kiwi property
dividend reinvestment plan

2

kiwi property

dividend reinvestment plan

2

key features

The information provided in this section

is a summary of the Plan only and should

be read in conjunction with the Plan Terms

which commence on page 6. In the event

of a conflict between this summary and

the Plan Terms, the Plan Terms will prevail.

about the plan

The Plan provides an opportunity for eligible Shareholders

to increase their investment in the Company by reinvesting

Dividends paid into additional Shares in the Company.

It provides eligible Shareholders with the benefit of

being able to acquire additional Shares without paying

brokerage, commissions or other transaction costs.

In addition, Shares issued under the Plan may be


issued at a discount to the trading price of the Shares

on the NZX Main Board.

For the latest dividend information, and to see if a

discount currently applies, refer to the Company’s

website kp.co.nz/investor-centre.

eligibility

The Plan is open to all Shareholders who have a

registered address in New Zealand or Australia. To avoid

the possibility of breaching securities laws in other

jurisdictions, the Plan is not open to other Shareholders.

how to participate

Participation in the Plan is optional.

If you do not wish to participate, no action is required from

you. You will continue to receive your Dividends in cash in

the usual way.

If you wish to participate in the Plan, you should refer to

the Plan Terms and complete and return the Election Notice

or update your preferences online at

investorcentre.linkmarketservices.co.nz.

If you have more than one separate shareholding, you will

need to lodge an Election Notice for each shareholding.

33
options for participation

If you wish to participate in the Plan, you may choose

one of the following options for participation:

• full participation: This means that all of your Shares

(held both now and in the future) will participate,

including additional Shares purchased and Shares

issued under the Plan. Dividends that are payable to

you in respect of these shares will be reinvested; or

• partial participation: This means that either a number

or proportion of your Shares may participate:

–if a number of Shares are elected to participate,


only Dividends on that number of Shares will

be reinvested; or

–if a proportion of Shares is elected to participate,

that proportion of the total number of Shares held

by you will participate.

If partial participation is elected, those Shares that are

not participating will receive Dividends in cash in the

usual way.

If you no longer wish to participate in the Plan, you may

terminate your participation at any time by completing

and lodging an Election Notice.

timing of participation

Following receipt of an Election Notice, participation in

the Plan will commence from the next date on which

the Share register closes to determine entitlement to a

Dividend. Participation in the Plan will then remain

effective for all Dividends to which the Plan applies until:

• you terminate or alter your participation by

lodgement of an Election Notice recording the

change; or

• you cease to hold the Shares you have elected

to participate in the Plan; or

• the Plan is suspended or terminated by the Board

in its discretion.

kiwi property
dividend reinvestment plan

4

your entitlement

Your entitlement to new Shares under the Plan will be

calculated in accordance with the following formula:

Shares participating × net Dividend payable

Price

• the net Dividend payable is less any tax to be

deducted from that Dividend.


the Price will be based on the daily volume weighted

average price at which Shares in the Company are sold

through the NZX Main Board during the period of 10

Business Days following and including the Ex-Date for

the relevant Dividend and may, at the discretion of the

Board, be subject to a discount to that trading price.

allocation of shares

Shares will be issued on the date that the relevant

Dividend is paid in cash and will rank equally in all

respects with all other fully paid Shares.

quotation of shares

Shares issued under the Plan will be quoted on the

NZX Main Board upon allotment. Shares can be sold

or transferred at any time following allotment.

keeping track of your participation

A holding statement will be sent to you after each

Dividend payment date.

changes the board may make to the plan

The Board may at any time and from time to time

determine that:

• participation in the Plan shall not apply (in whole

or in part) to any Dividend; or

• a discount be applied to the price of Shares issued

under the Plan for the purpose of determining

entitlements; or

• the Plan be suspended or terminated; or

• an Election Notice shall cease to have any effect; or

• the Plan be modified.

5
Announcement of any discount to be applied to the Price

of Shares for the purpose of determining entitlements

under the Plan, any suspension or termination of the Plan,

or any determination that the Plan shall not apply


(in whole or in part) to a Dividend will be made via NZX.

A determination that an Election Notice shall cease to be


of any effect will be notified to the Shareholder concerned.

If the Plan is modified, written notice will be given to

all Shareholders.

tax

For New Zealand income tax purposes, Dividends

reinvested under the Plan are treated as Dividends

received in the same manner as cash Dividends.

The Company takes no responsibility for the tax liability

of a Participant or the tax consequences of any election

made by any Shareholder. Specific tax advice should be

sought by Shareholders. The Company accepts no

responsibility for the accuracy or correctness of any

information as to tax liability.

NZX Limited

The Shares to be issued under the Plan have been

accepted for listing by NZX and will be quoted upon

completion of allotment procedures. However,

NZX accepts no responsibility for any statement in

this document.

company performance

Copies of the Company’s most recent annual report

and financial statements may be obtained free of

charge upon request from the Company, or can be

found on the Company's website at kp.co.nz.

further information

• If you have any enquiries or require further information

about the Plan please contact the Company.

• If you have an enquiry about your shareholding

please contact the Registrar.

Contact details for the Company and Registrar are

contained in the Directory on page 16.

kiwi property
dividend reinvestment plan

6

kiwi property

dividend reinvestment plan

6

plan terms

key features

These Plan Terms are dated 22 December 2014 (as

amended on 8 September 2017), and are for the

Kiwi Property Group Limited (the Company) Dividend

Reinvestment Plan (the Plan).

terms and conditions

1. the plan

1.1

The Plan is a means by which eligible Shareholders

may elect to apply all or a specified part of any

Dividends payable to them towards subscribing

for new fully paid Shares in the Company.

2. participation in the plan

2.1 Participation in the Plan is optional and subject

to these Plan Terms.

2.2 Participation in the Plan is open to all Shareholders

who have a registered address in New Zealand

or Australia.

2.3 The Board, in its absolute discretion, has elected

not to offer participation under the Plan to

Shareholders whose registered address is

outside New Zealand or Australia as the Board

considers that to do so would risk breaching

the laws of places outside New Zealand or

Australia and it would be unreasonable having

regard to the associated costs of ensuring

that the laws of those places are complied

with. The Board may, in its absolute discretion,

elect to amend this policy at any time.

2.4

Any person residing outside New Zealand or

Australia who holds Shares through a New Zealand

or Australian resident nominee should not

allow their nominee to participate in the Plan if

participation in respect of their Shares would be

contrary to the laws of their country of residence.

2.5 Any person residing outside New Zealand or

Australia who holds Shares through a New Zealand

or Australian resident nominee will be deemed to

represent and warrant to the Company that they

can lawfully participate through their nominee.

77
2.6 Additional Shares to be issued to a Shareholder

under the Plan will be issued on the terms set out

in these Plan Terms and subject to the same rights

as Shares acquired by all other Shareholders who

participate in the Plan.

2.7 Shares that do not qualify for a Dividend under

their terms of issue, or by virtue of any of the terms

of the Constitution, cannot participate in the Plan.

2.8 Any Shares over which the Company has a lien

or charge in accordance with the Constitution

or otherwise, for a sum that is presently payable

cannot participate in the Plan while the sum

remains unpaid.

2.9 Normal cash Dividend payments will be made

in respect of Shares not participating in the Plan.

2.10 Subject to these Plan Terms, and to the

Constitution, participation may be varied or

terminated by a Shareholder at any time.

3. election to participate

3.1 Election to participate in the Plan may be made

at any time by eligible Shareholders but must be

made on the Election Notice which is enclosed

with these Plan Terms.

3.2 Following receipt by the Registrar of the correctly

completed Election Notice, participation in the

Plan will commence from the next date on which

the Share register closes to determine entitlement

to a Dividend.

4. election notice

4.1

The Election Notice remains effective for all

Dividends to which the Plan applies and which

are made after it has been received by the

Registrar. However, if the Election Notice is received

when the Share register is closed, the Election

Notice will not take effect until and from the date

upon which the Share register is re-opened.

kiwi property
dividend reinvestment plan

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kiwi property

dividend reinvestment plan

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5. level of participation

5.1

Participation in the Plan may be either full or partial.

Full participation applies to all of the Participant’s

holding of fully paid Shares from time to time,

including Shares issued under the Plan, additional

fully paid Shares purchased or issued, including any

fully paid Shares issued pursuant to a subsequent

rights issue, less all Shares sold from time to time.

5.2 In choosing this option, the Participant elects

(subject to the Participant’s right to vary or

terminate the election) to include in the Plan

all fully paid Shares held now or in the future.

5.3 Partial participation applies either to:

(a) the number of fully paid Shares nominated by

the Participant in the Election Notice; or

(b)

if the Participant wishes to nominate in the

Election Notice a proportion of the Participant’s

shareholding which is to participate in the

Plan, then partial participation applies to such

proportion of the fully paid Shares held by the

Participant at the date of the Election Notice

and from time to time thereafter (including

all new Shares subsequently issued, additional

fully paid Shares purchased or issued, including

any fully paid Shares issued pursuant to a

subsequent rights issue, less all Shares sold

from time to time).

5.4 If an Election Notice does not indicate the

degree of participation it will be deemed to be

an application for full participation provided it is

otherwise correctly completed and signed.

5.5 An Election Notice will not attach to the Shares

in respect of which it has been given but will be

personal to the Shareholder giving it. This means

that participating Shares will cease to participate

upon transfer and a transferee of those Shares will

need to make a fresh election in respect of those

Shares if the transferee wishes those Shares to

participate in the Plan.

99
5.6 If a Participant in the Plan is an individual and that

Participant dies, participation by the Participant

will be terminated upon receipt by the Registrar

of notice of the Participant’s death in a form

acceptable to the Company. Receipt by the

Registrar of notice of the death of one of two or

more joint Shareholders will not automatically

terminate participation in the Plan.

6. statements to participants

6.1 The Registrar will send to each Participant, as

soon as practicable after each Dividend payment

date, a statement detailing such information as

the Company determines from time to time.

7. dividend reinvestment entitlement

7.1 The number of new fully paid Shares to be issued

to a Participant will be calculated in accordance

with the following formula:

S × D

Price

Where:

S =

the number of Shares held by the

Participant which are participating in

the Plan.

D = the net amount of the Dividend (expressed

in cents and fractions of cents) per

Share (including any Supplementary

Dividend but after deduction of any

New Zealand taxes and excluding

the amount of any imputation credits

attached to that Dividend) which is

payable on the participating Shares

held by the Participant.

Price = the Average Share Price less a discount

(if any) determined by the Board.

7.2 The Price shall be advised to NZX immediately

following its determination by the Company.

kiwi property
dividend reinvestment plan

10

7. 3 Where the number of new Shares calculated in

accordance with the formula set out in paragraph

7.1 includes a fraction, then the number of new

Shares to be issued will be the nearest whole

number except that if the fraction is one half, the

number will be rounded down to the next whole

number, and any residual balance of Dividend

entitlement arising from such rounding will be

forgone by the Participant.

7.4 At the time the Price of new Shares is set, the

Company will ensure that it has no information

that is not publicly available and that would, or

would be likely to, have a material adverse effect

on the realisable price of the Shares if the

information were publicly available.

8. issue of shares under the plan

8.1 Shares will be issued on the same date as the

relevant Dividend is paid in cash, will all be subject

to the same rights as each other and will rank

equally in all respects with each other and all

other fully paid Shares in the Company.

9. no costs to participants

9.1 No brokerage, commissions or other transaction

costs will be payable by Participants under

the Plan.

10. variation or termination of participation

10.1 A Participant may at any time, by completing and

sending to the Registrar an Election Notice which

is attached to these Plan Terms:

(a) increase or decrease the number of Shares

which the Participant has nominated to

participate in the Plan or alter the proportion

of the Participant’s shareholding which

the Participant has nominated to participate

in the Plan; or

(b) terminate participation in the Plan.

11
10.2 Any such variation or termination will take effect

from the next date on which the Share register

closes to determine entitlement to a Dividend.

However, if the Election Notice is received when

the Share register is closed, the Election Notice

will not take effect until and from the date upon

which the Share register is re-opened.

11. reduction or termination of participation

where no notice is given

11.1

Where a Participant who has elected full participation

disposes of part of their shareholding without giving

the Registrar notice of termination of participation,

the Participant will be deemed to have terminated

their participation in the Plan with respect to those

Shares disposed of on the date the transfer of the

Participant’s relevant holding is registered.

11.2 Where a Participant who has elected partial

participation (by nominating a specific number of

Shares to participate in the Plan) disposes of part

of their shareholding without giving the Registrar

notice of intention to vary or terminate their partial

participation in the Plan, the Shares disposed of will

be deemed to be Shares not participating in the

Plan. If the number of Shares disposed of is more

than the number of non-participating Shares held

by the Participant, the disposal will be deemed to

include all such non-participating Shares and the

balance shall be attributed to participating Shares.

11.3 Where a Participant who has elected partial

participation (by nominating a proportion of their

shareholding which is to participate in the Plan)

disposes of part of their shareholding without

giving the Registrar notice of intention to vary or

terminate their partial participation in the Plan,

the number of participating Shares held by that

Participant will be reduced proportionately.

11.4

If a Participant disposes of all of their Shares, the

Participant will be deemed to have terminated their

participation in the Plan on the date the transfer of

the Participant’s shareholding is registered.

kiwi property
dividend reinvestment plan

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12. board’s discretion

12.1 The Board may at any time and from time to time

in its sole discretion determine that:

(a) participation in the Plan shall not apply to

the whole or a part of any Dividend and that

Participants may not apply any Dividend or the

balance of any Dividend (as the case may be)

towards subscribing for fully paid Shares; or

(b) the Plan be suspended or terminated; or

(c) an Election Notice shall cease to be of

any effect; or

(d) a discount be applied to the Average Share

Price in accordance with paragraph 7.1; or

(e)

the Plan be modified. No modification may

be made without the approval of NZX, where

necessary. Written notice of any modification

shall be given to all Shareholders. Modifications

may not be made during the period of seven

days prior to the date on which the Share

register is closed for the purposes of

determining entitlement to a Dividend.

12.2 Notice of determinations made under paragraph

12.1(a), 12.1(b), or 12.1(d) shall be given to NZX.

Notice of any determination under paragraph

12.1(c) shall be given to the Shareholder who

gave the Election Notice in question.

12.3 If the Plan is modified, then an Election Notice

shall be deemed to be an Election Notice under

the Plan as modified unless such Election

Notice is subsequently changed or withdrawn

by the Shareholder. If the Plan is suspended

or terminated then elections made under the

Plan will cease to have effect and the Shares

will revert to their previous character in relation

to Dividends (in the case of a suspension, until

the Board lifts the suspension).

1313
13. notices

13.1 An Election Notice under the Plan will be effective

upon receipt by the Registrar subject to:

(a) these Plan Terms; and

(b) receipt of the notice before the date on which

the Share register closes to determine entitlement

to a Dividend.

14. annual report and financial statements

14.1 Copies of the Company’s most recent annual

report and financial statements complying with

the Financial Markets Conduct Act 2013 or the

Companies Act 1993 (as applicable) are available

online at: kp.co.nz/investor-centre. A hard copy

is also available free of charge upon request from

the Company, which can be contacted as set out

in the Directory on page 16.

15. governing law

15.1 The Plan shall be governed by and construed

in accordance with the laws of New Zealand.

kiwi property
dividend reinvestment plan

14

16. definitions

16.1 In this document, unless the context

otherwise requires, the following terms have

the following meanings:

Average Share Price – The average of the volume

weighted average price at which Shares were

sold through the NZX Main Board (excluding, at the

discretion of the Board, sales which the Board

determines are unusual, unrealistic or outside the

course of normal market trading) on each of the

10 Business Days following and including the

Ex-Date for the relevant Dividend. For clarity,

that volume weighted average price shall be

determined for each of the Business Days

separately, and the averages determined for

each of those days shall then be averaged.

Board – The board of directors of the Company.

Business Day – A day on which the NZX Main

Board is open for trading.

Company – Kiwi Property Group Limited

(trading as Kiwi Property).

Constitution – The constitution of the Company.

Dividend – An amount paid by the Company

to Shareholders as defined in the Companies

Act 1993.

Election Notice – The Plan Election Notice

accompanying these Plan Terms.

Ex-Date – Has the meaning set out in the

NZX Main Board Listing Rules.

NZX – NZX Limited.

NZX Main Board – The main board equity

securities market operated by NZX.

Participant – An eligible Shareholder who

completes (and has not withdrawn) an

Election Notice.

1515
Plan – The Kiwi Property Group Limited Dividend

Reinvestment Plan established by the Company as

set out in this document, as amended from time to

time.

Plan Terms – The terms which govern the

operation of the Plan.

Price – The price determined in accordance

with clause 7.1.

Registrar – The registrar of the Company,

Link Market Services Limited.

Share – An ordinary share in the Company.

Shareholder – A person registered as the holder

of a Share on the Company’s Share register.

Supplementary Dividend – A dividend paid

in accordance with subpart LP and section

YA 1 of the Income Tax Act 2007.

kiwi property
dividend reinvestment plan

16

kiwi property

dividend reinvestment plan

16

directory

COMPANY

Kiwi Property Group Limited

Level 14, DLA Piper Tower

205 Queen Street

PO Box 2071

Shortland Street

AUCKLAND 1140

NEW ZEALAND

T: 64 9 359 4000

W: kp.co.nz

E: info@kp.co.nz

REGISTRAR

Link Market Services Limited

Level 11, Deloitte Centre,

80 Queen Street

PO Box 91976,

AUCKLAND 1142

NEW ZEALAND

T: 64 9 375 5998 or 0800 377 388

W: linkmarketservices.co.nz

E: enquiries@linkmarketservices.co.nz

instructions for
election notice

lodgement instructions

To ensure your participation in the Plan, or the change

in your participation in the Plan is effective, please

return this Election Notice as soon as possible.

To be effective in respect of any Dividend, the Election

Notice must be received by the Registrar on or before

the date on which the Share register closes to

determine entitlement to the Dividend. Subject

to the Plan Terms, the Election Notice instruction

automatically applies to all subsequent Dividends.

how to sign this notice

• Individual Shareholders: Sign personally or

by attorney.

• Joint Shareholders: All joint Shareholders must

sign personally or by attorney.

• Trusts: Trustees must all sign personally

or by attorney.

• Companies: Two or more directors of the

company must sign, or if there is only one director,

that director must sign and his or her signature

must be witnessed.

• Power of attorney: If signed by attorney, the

Power of Attorney must accompany this Election

Notice (unless already noted by the Registrar),

together with a certificate of non-revocation of

power of attorney.

17

Kiwi Property Group Limited
C/- Link Market Services Limited

Level 11, Deloitte Centre, 80 Queen Street

PO Box 91976, Auckland 1142, New Zealand

dividend reinvestment plan

election notice

Please complete once you have read the Plan Terms. Please either tick one box for Section 1 or one box for Section 2, and ensure you sign the form.

name(s)

Print name(s) as shown on your Statement of Holding.

shareholder number

From your Statement of Holding.

1. participation election

I/ We elect during the currency of the Plan to apply any

Dividend payable to me/us on the number(s) of Shares held

by me/us indicated below towards subscribing for fully paid

shares in the Company in the manner set out in the Plan Terms.

I/ We authorise you to issue such Shares to me/us and to

enter particulars of the Shares in the register of Shareholders

of the Company and I/we agree to hold such shares subject

to the Company’s Constitution.

degree of participation

I/ We nominate that the following Shares held by me/us will

participate in the Plan on the terms and conditions set out in

the Plan Terms.

full participation

All the Shares from time to time registered in my/our name(s).

O r:

partial participation — e ith e r:

(a) the following proportion (as a percentage) of the Shares

from time to time registered in my/our name(s); or

(state %)

(b)

the following number of the Shares registered in my/

our name(s).

(state number)

address

In accordance with the Plan Terms an address in either New Zealand or Australia is required.

2. change or termination election

I/ We wish to make the following change to my/our

participation in the Plan.

full participation

All the Shares from time to time registered in my/our name(s).

O r:

partial participation — e ith e r:

(a) the following proportion (as a percentage) of the Shares

from time to time registered in my/our name(s); or

(state %)

(b) t

he following number of the Shares registered

in my/our name(s).

(state number)

O r;

termination

terminate my/our participation in the Plan.

3. signature(s) of Shareholder(s)

Sign

Date

Personal information provided by you in completing the Election Notice will be

held by the Company. The information will be used by the Company for

administration purposes relating to your holding of Shares. You have a right of

access to, and correction of, the personal information held about you.

kp.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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