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AWF MADISON LIMITED – DIVIDEND REINVESTMENT PLAN

Dividend14 June 2018AGLUtilities

Level 6, 51 Shortland Street, Auckland
PO Box 12832, Penrose, Auckland 1642

Tel 09 526 8770 Fax 09 579 0224

www.awfmadison.co.nz



15 July 2018





CSN/Holding Number:

Dear Shareholder


AWF MADISON LIMITED - DIVIDEND REINVESTMENT PLAN


The AWF Madison Group Limited (“AWF”) Dividend Reinvestment Plan (“Plan”) provides an easy and

convenient way for you to grow your investment in AWF, and structure it in a way that suits your

personal investment goals and circumstances.


The Board has determined that 50% of the Dividend may participate in the Plan until further notice.

This will allow shareholders to reinvest up to 50% of their dividend in new shares. For example, the

Board has determined that 50% of a Dividend can participate in the Plan and you have determined that

100% of your Shares will participate in the Plan, then, upon the Dividend being paid, you will receive:


o 50% of your Dividend in shares. Additional Shares acquired with the Participating

Dividend (being the sum which was payable in respect of all of your Shares

participating in the Plan); and


o 50% of your Dividend in cash (being that part of the Dividend which is not the

Participating Dividend).


The Plan gives you the opportunity to increase your investment in AWF without incurring any

brokerage fees, commissions or transaction costs.


The enclosed Offer Document explains how the Plan works so that you can decide whether or not you

would like to participate.


Participation in the Plan is optional, so if you decide not to participate, you do not need to do anything

and you will continue to receive all future Dividends as cash. If you change your mind regarding

participation you can still elect to join the Plan or terminate or vary your participation in the Plan at any

time, provided you do so prior to the Record Date applicable at the time.


If you wish to participate in the Plan, you need to make a Participation Election by either visiting

https://investorcentre.linkmarketservices.co.nz or by completing and returning the enclosed

participation notice to the company’s share registrar.


In order to participate in the Plan for the 2018 final dividend payable on 10 July 2018, your completed

Participation Notice must be received by Link Market Services Limited by no later than 5.00pm, (New

Zealand time) on Friday 29 June 2018.


Yours sincerely


Ross Keenan

Chair

---

1Dividend Reinvestment Plan
This is an important document. If you have any questions

in relation to the Dividend Reinvestment Plan, or are in

any doubt as to how to act, please contact your financial

adviser. This document is dated 15 June 2018.

Dividend

Reinvestment Plan

AWF Madison Group Limited

3Dividend Reinvestment Plan2
Letter from

the Chair

Letter from the Chair

Questions & Answers

Terms & Conditions

- Introduction

- The Offer

- Method of Participation

- Additional Share Entitlement

- Operation of the Plan

- Source of Additional Shares

- Statement to Participating Shareholders

- Termination, Suspension and Modification

- Termination of Participation where no notice given

- Taxation

- Costs

- Stock Exchange Quotation

- Governing Law

- Annual Report and Financial Statements

Glossary

Directory

Participation Form

3

4

8

8

8

10

11

12

13

13

13

15

15

16

16

16

16

17

18

19

Contents

Dear shareholder,

The AWF Madison Group Limited (“AWF”) Dividend

Reinvestment Plan (“Plan”) provides an easy and convenient

way for you to grow your investment in AWF, and structure

it in a way that suits your personal investment goals and

circumstances.

Under the Plan:

• in respect of each cash dividend or distribution

(“Dividend”), the Board will determine a proportion that

will participate in the Plan (“Participating Dividend”).

For example, the Board may determine that 50% of the

Dividend may participate in the Plan;

• you have the flexibility to choose whether to receive

additional AWF shares (“Shares”) in lieu of all, part or

none of the Participating Dividend payable in respect of

your Shares. For example, if the Board has determined

that 50% of a Dividend may participate in the Plan and

you have determined that 100% of your Shares will

participate in the Plan, then, upon the Dividend being

paid, you will receive:

• Additional Shares acquired with the Participating

Dividend (being the sum which was payable in

respect of all of your Shares participating in the Plan);

and

• 50% of your Dividend in cash (being that part of the

Dividend which is not the Participating Dividend).

The Plan gives you the opportunity to increase your

investment in AWF without incurring any brokerage fees,

commissions or transaction costs.

This document explains how the Plan works so that you can

decide whether or not you would like to participate.

Participation in the Plan is optional, so if you decide not to

participate, you do not need to do anything and you will

continue to receive all future Dividends as cash. If you change

your mind regarding participation you can still elect to join the

Plan or terminate or vary your participation in the Plan at any

time.

Please read and consider the information in this document

carefully. You should consult your financial adviser if you have

any queries in relation to any of the content.

Yours sincerely


Ross Keenan

Chair

54Dividend Reinvestment Plan
Questions &

Answers

1. What is the AWF Dividend Reinvestment Plan?

The Plan enables you to reinvest cash dividends and

distributions paid on your Shares in additional AWF

Shares. In summary, the Plan operates as follows:

• in respect of each cash dividend, the Board will

determine the proportion of that dividend which is

available to participate in the Plan;

• you can elect what proportion of your Shares

participate in the Plan;

• upon the dividend being paid:

• you will receive full cash dividends in respect of

all your Shares which you have not elected to

participate in the Plan;

• in respect of those Shares which you have elected

to participate in the Plan (the “Participating

Shares”):

• you will receive a cash dividend for that

portion of the cash dividend payable on your

Participating Shares which the Board has

determined will not participate in the Plan; and

• for that portion of the cash dividend payable

on your Participating Shares which the Board

has determined will participate in the Plan,

you will receive Shares acquired at the Price.

In general terms, the price of Shares which can be

acquired by participating in the Plan is based upon the

volume weighted average sale price of Shares sold on

the NZX Main Board over a period of five Business Days

starting on the “Ex Date” (which is one Business Day

before the Record Date). The Board has a discretion to

reduce this price by a discount.

Examples as to how the Plan will operate are set out in

paragraph 14.

2. Am I eligible to participate?

As at the date of this Offer Document, the Plan is only

available to holders of Shares who have a New Zealand

registered address on the AWF share registry. AWF

has elected not to offer participation under the Plan to

Shareholders who are resident outside of New Zealand.

This is to avoid the risk of breaking overseas laws and

it would be unduly onerous to ensure compliance with

those laws. However, the Board may amend this policy at

any time, in its sole discretion.

3. Is there a minimum number of Shares that I need

to own before I can participate?

No.

4. How do I participate in the Plan?

It is recommended that you read this Offer Document

carefully before deciding whether to participate.

You can elect to participate at any time by making a

participation election online at https://investorcentre.

linkmarketservices.co.nz. You will require your CSN/

Holder Number and Authorisation Code (FIN) to

complete the investor validation process.

Alternatively, you can elect to participate at any time by

returning a Participation Form to the Registrar.

5. What options do I have regarding participating in

the Plan?

Participation in the Plan is optional.

If you wish to participate in the Plan, you may elect:

(a) Full participation: Where all of your Shares

(including all Shares held both now and any Shares

acquired in the future, including where issued or

transferred to you under the Plan) will be treated

as participating in the Plan (unless you vary your

participation in the Plan in accordance with the terms

and conditions of the Plan); or

(b) Partial participation: Where only the proportion

of Shares nominated by you will participate in the

Plan (unless you vary your participation in the Plan in

accordance with the terms and conditions of the Plan).

If you do not wish to participate in the Plan, you are not

required to do anything. You will continue to receive

cash dividends paid on all of your Shares.

6. What if I change my mind?

You can join the Plan or vary your participation

in the Plan at any time by either submitting a

participation election online at https://investorcentre.

linkmarketservices.co.nz or forwarding a completed

Participation Form to the Registrar. Participation Forms

are available from the Registrar upon request.

If you choose to participate in the Plan and then change

your mind, you can opt out by informing the Registrar

either online or by completing a Cancellation Form

(available from the Registrar upon request).

Such variation, withdrawal or cancellation will be effective

from the first Record Date after the properly completed

Participation Form or Cancellation Form is received by the

Registrar or the online process has been completed.

7. How much does it cost?

Participation in the Plan is free and provides

Shareholders with the ability to acquire Additional

Shares in AWF free of any brokerage, commission or

other transaction costs.

8. What price will Shareholders pay?

The price of Shares which can be acquired by

participating in the Plan is based upon the volume

weighted average sale price of Shares sold on the

NZX Main Board over a period of five Business Days

76Dividend Reinvestment Plan
starting on the “Ex Date” (which is one Business Day

before the Record Date). The share price may be

subject to a discount set by the Board from time to

time. The discount, if any, will be announced by AWF

to Shareholders at the same time the dividend is

announced for the relevant period.

9. Can the Plan be changed in the future?

Yes. The Board may change, suspend or cancel the Plan

at its sole discretion. If that occurs, notice will be given

through the NZX market announcement platform.

10. How do the Shares rank and can I sell them?

Shares acquired under the Plan will rank equally in all

respects with existing Shares and can be sold at any

time.

11. Are there any tax implications?

For New Zealand income tax purposes, dividends

reinvested in Shares under a dividend reinvestment

plan are generally treated in the same manner as a

cash dividend. AWF will provide details of the amount

of the dividend, taxes withheld and credits available

so Shareholders can complete their tax returns. It is

recommended that each Shareholder contact their

professional tax adviser for more information about their

specific circumstances. Refer to clause 10 of the Terms

and Conditions.

12. Where can I find information on the AWF dividend

policy?

You can see an explanation of the AWF dividend policy

at http://www.awfmadison.co.nz/corporate-governance.

13. How do I find out how many shares I have

received?

Shortly after the allotment of Shares under the Plan,

the Registrar will send all Plan participants an updated

Securities Transaction Statement as well as a separate

dividend remittance advice.

Proportion of

a Dividend the

Board determines

may participate in

the Plan

Proportion

of Shares a

Shareholder

elects to

participate in

the Plan

Received by the

Shareholder

100%100%All Shares

100%0%

100% of Dividends in

cash

50%100%

50% of Dividends in

Shares, 50% in cash

50%50%

25% of Dividends in

Shares, 75% in cash

25%50%

12.5% of Dividends in

Shares, 87.5% in cash

0%50%

100% of Dividends in

cash

14. Worked examples

98Dividend Reinvestment Plan
Terms &

Conditions

1. INTRODUCTION

Pursuant to the Constitution of AWF Madison Group

Limited (“AWF”), the board of directors (the “Board”)

has approved the adoption of the AWF Dividend

Reinvestment Plan (the “Plan”). Under the Plan:

(a) the Board will determine the proportion of each cash

dividend or distribution (“Dividend”) paid on fully

paid ordinary Shares in AWF that will participate in the

Plan (“Proportion”);

(b) holders of fully paid ordinary shares in AWF may elect

what proportion of their Shares participate in the Plan

(“Participating Shares”). The Proportion of the net

proceeds of Dividends paid on those Participating

Shares will be applied to acquire further fully paid

ordinary Shares in AWF (“Additional Shares”).

This Offer Document sets out the terms and conditions

of the Plan and is issued in compliance with the

exclusion for dividend reinvestment plans contained

in Schedule 1 to the Financial Markets Conduct Act

2013 and Schedule 8 of the Financial Markets Conduct

Regulations 2014. Accordingly, no product disclosure

statement is required in respect of the Plan.

This Offer Document has been prepared as at 15

June 2018. Capitalised terms used in these terms and

conditions have the meanings set out in the Glossary to

this Offer Document.

2. THE OFFER

2.1 Offer to Shareholders

Subject to clauses 2.4 to 2.6, AWF offers to all

Shareholders the right to elect to participate in the Plan.

2.2 Dividend Participation

The Board may, in its absolute discretion, in respect

of each Dividend, determine the Proportion of that

Dividend, payable upon Participating Shares, which

may be applied, in accordance with this Plan, to acquire

further Shares.

Any Proportion determined by the Board will be

announced by AWF on the NZX Main Board at the same

time the Dividend is announced for the relevant period.

2.3 Available options

Shareholders may elect to participate in the Plan by

exercising one of the following options:

(a) Full participation: If you elect full participation,

participation in the Plan will apply to all of your

Shares registered in your name as at 5.00pm (New

Zealand time) on the Record Date for the Dividend

(which will include 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, prior to such Record Date).

(b) Partial participation: If you elect partial participation

only the proportion of your Shares nominated by

you will participate in the Plan. The number of

Participating Shares will be determined with effect at

5.00pm (New Zealand time) on the Record Date for

the Dividend. If the percentage of Shares nominated

by you does not result in a whole number of Shares,

the number of Shares will be rounded (up or down, as

applicable) to the nearest whole number except that

if the fraction is one half, the number of Shares will be

rounded up to the nearest whole number.

(c) Non-Participation: If you do not wish to participate

in the Plan, you are not required to do anything. You

will continue to automatically receive in cash any

Dividends paid on all of your Shares.

2.4 Ability to exclude overseas Shareholders from the

Plan

The Board has elected not to offer participation under

the Plan to Shareholders whose registered address is

outside New Zealand. The Board has adopted this

policy on the basis that to do so would risk breaching

the laws of places outside of New Zealand and it would

be unduly onerous to ensure that the laws of those

places are complied with.

The Board may, in its absolute discretion, elect to amend

this policy.

2.5 Representations and warranties from overseas

Shareholders

Any person residing outside New Zealand who holds

Shares through a New Zealand 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.

Any person residing outside of New Zealand who

participates in the Plan through a New Zealand resident

nominee will be deemed to represent and warrant

to AWF that they can lawfully participate in the Plan

through their nominee.

AWF accepts no responsibility for determining whether a

Shareholder is able to participate in the Plan under laws

applicable outside of New Zealand.

2.6 Exclusion where liens or charges over Shares

Any Shares over which AWF has a lien or charge in

accordance with the Constitution or other requirements

of law will not be eligible to participate in the Plan.

1110Dividend Reinvestment Plan
3. METHOD OF PARTICIPATION

3.1 Participation Form

To participate in the Plan a Shareholder must make a

participation election in one of the following ways:

(a) Online Election – by visiting the website of the

Registrar at https://investorcentre.linkmarketservices.

co.nz.

(b) Participation Form – complete the Participation

Form in accordance with the instructions on that

form, and post the completed Participation Form to:

AWF Madison Group Limited Registrar

C/- Link Market Services Limited

PO Box 91976

Auckland 1142

or

Level 11, Deloitte Centre

80 Queen Street

Auckland 1010

New Zealand

Shareholders who subsequently decide that they

would like to participate in the Plan can download

the Participation Form and Offer Document from the

AWF website or request a Participation Form and Offer

Document from the Registrar at the address set out

above.

If the Participation Form does not indicate the level of

participation, it will be deemed to be an application for

full participation if the Participation Form is otherwise

correctly completed and signed.

A Participation Form will not attach to the Shares in

respect of which it has been given but will be personal

to the Shareholder giving it.

3.2 Holder number and common shareholder number

(“CSN”)

A separate Participation Form must be given by a

Shareholder in respect of each holding of Shares

identified by a separate holder number or CSN.

3.3 When participation becomes effective

Every Shareholder eligible to participate in the Plan shall

be given a reasonable opportunity to do so.

Participation will be effective as to Dividends payable

from the first Record Date after receipt by the Registrar

of a properly completed Participation Form, unless the

Board notifies Shareholders that Participation Forms will

be effective if they are received by some later date.

Subject to the above, any notice received after 5.00pm

(New Zealand time) on a Record Date for a Dividend will

be effective only from the next Dividend.

Participation will continue for all future Dividends to

which the Plan applies in accordance with these terms

and conditions (unless a Shareholder varies their

participation in the Plan in accordance with these terms

and conditions).

4. ADDITIONAL SHARE ENTITLEMENT

4.1 General

The number of Additional Shares to be acquired by a

Shareholder who has elected to participate in the Plan

will be:

(a) based on the Proportion of net cash proceeds of

the Dividend the Shareholder would otherwise have

received in respect of the Participating Shares; and

(b) calculated on the basis that the issue price of the

Additional Shares will be the Price of Shares less a

discount (if any), as determined in accordance with

the formula set out in clause 4.2.

4.2 Formula for calculation of Additional Shares

The number of Additional Shares to be acquired

by a Participating Shareholder will be calculated in

accordance with the following formula:


Where:

AS is the number of Additional Shares which the

Participating Shareholder will receive.

S is the number of Participating Shares (determined as

described in clause 2.3).

D is the Proportion of net proceeds per Share from AWF

(expressed in cents and fractions of cents, excluding any

imputation credits and after deduction of any resident

withholding (or other) taxes, if any) of Dividends payable

or credited on that Share which would otherwise have

been payable to a Shareholder in cash if the Shareholder

had not elected to participate in the Plan.

Price is the volume weighted average sale price in New

Zealand dollars (expressed in cents and fractions of

cents) for a Share calculated on all price setting trades

of Shares which took place through the NZX Main

Board over a period of five Business Days immediately

following the Ex Date, less a discount (if any) as

determined by the Board from time to time (“Price”).

If no sales of Shares occur during those five Business

Days, then the volume weighted average sale price will

be deemed to be the sale price for a Share on the last

price setting trade of Shares which took place after such

Business Days as determined by the Board.

Any volume weighted average sale price so determined

may be reasonably adjusted by the Board to allow

for any bonus issue or dividend or other distribution

expectation. If, in the opinion of the Board in its sole

discretion, any exceptional or unusual circumstances

have artificially affected the volume weighted average

sale price so determined, the Board may make such

adjustment to that sale price as it considers reasonable.

The determination of the Price of the Additional Shares

by the Board, or by some other person nominated by

the Board, will be binding on all Shareholders with

Participating Shares.

S x D

Price

AS =

1312Dividend Reinvestment Plan
The discount, if any, determined by the Board will be

announced by AWF on the NZX Main Board at the same

time the dividend is announced for the relevant period.

4.3 Fractional Shares

Where the number of Additional Shares to be acquired

by a Participating Shareholder calculated in accordance

with clause 4.2 includes a fraction, the number of

Additional Shares to be issued will be rounded down to

the nearest whole number except that if the fraction is

one half, the number of Additional Shares to be issued

will be rounded up to the nearest whole number.

Any net proceeds per Share (as described as D in

clause 4.2 above) which are not applied to acquire

an Additional Share because of this clause 4.3 will be

retained by AWF for its sole benefit and will not be

refunded or paid to a Participating Shareholder nor held

by AWF or the Registrar on behalf of a Participating

Shareholder.

4.4 Share price information publicly available

The Board will ensure that AWF, at the time the price for

the Additional Shares is set under clause 4.2, will have

no information that is not publicly available that would,

or would be likely to, have a material adverse effect on

the realisable price of the Shares if the information was

publicly available.

4.5 Compliance with laws, NZX Listing Rules and

Constitution

The Plan will not operate in relation to a Dividend to the

extent that the allotment, issue or transfer of Additional

Shares under the Plan would breach any applicable

law, the NZX Listing Rules, or any provision of the

Constitution.

If and to the extent that the Plan does not operate for

such reason in respect of a Participating Shareholder’s

Participating Shares, the relevant Dividend on

Participating Shares will, until such time as the issue is

resolved, be paid or distributed in the same manner as

in respect of Shares which are not Participating Shares.

5. OPERATION OF THE PLAN

5.1 Additional Shares

AWF will, on the Dividend Payment Date, either issue

or arrange the transfer of the Additional Shares to the

Participating Shareholder in accordance with clause 4.

5.2 Terms of issue and ranking of Additional Shares

Additional Shares acquired by Participating

Shareholders under the Plan will be issued or transferred

on the terms set out in this Plan, and subject to the

rights of termination, suspension and modification

set out in clause 8, will not be issued on any other

terms and will all be subject to the same rights as each

other. The Additional Shares acquired by Participating

Shareholders under the Plan will, from the date of issue

or transfer, rank equally in all respects with each other

and with all other Shares on issue as at that date.

6. SOURCE OF ADDITIONAL SHARES

Additional Shares to be acquired by Participating

Shareholders under the Plan may, at the Board’s

discretion, be:

(a) new Shares issued by AWF;

(b) existing Shares acquired by AWF or a nominee or

agent of AWF; or

(c) any combination of new Shares and existing Shares.

7. STATEMENT TO PARTICIPATING

SHAREHOLDERS

AWF or its Registrar will send to each Participating

Shareholder, as soon as practicable after each Dividend

Payment Date, a statement detailing in respect of that

Participating Shareholder:

(a) the number of Shares of the Participating

Shareholder as at 5.00pm (New Zealand time) on the

relevant Record Date;

(b) the number of Participating Shares of the

Participating Shareholder as at 5:00pm (New Zealand

time) on the relevant Record Date (determined as

described in clause 2.3);

(c) the amount of the Dividend:

(i) reinvested in respect of Participating Shares; and

(ii) paid in cash to the Participating Shareholder;

(d) the amount of any tax deduction or withholding

made;

(e) the number of Additional Shares acquired by the

Participating Shareholder under the Plan on the

relevant Dividend Payment Date and the issue price

of those Additional Shares, including the discount (if

any), determined by the Board under clause 4.2;

(f) advice as to the amount of any imputation or other

taxation credits; and

(g) such other matters as are required by law with

respect to dividends and/or their reinvestment.

8. TERMINATION, SUSPENSION AND

MODIFICATION

8.1 Board’s discretion

The Board may at any time in its sole discretion:

(a) terminate the Plan; or

(b) suspend the operation of the Plan for a temporary

period so that it will not apply in whole or part to any

dividends or distributions; or

(c) modify the Plan; or

(d) resolve that participation will not apply in whole or

part to any Dividend and that the balance of the

Dividend (as the case may be) will be paid in cash; or

1514Dividend Reinvestment Plan
(e) resolve, in the event of the subdivision, consolidation

or reclassification of the Shares into one or more new

classes of Shares, that a Participation Form will be

deemed to be a Participation Form in respect of the

Shares as subdivided, consolidated or reclassified

unless such Participation Form is subsequently varied

or withdrawn by the Participating Shareholder in

accordance with clause 8.5; or

(f) resolve that a Participation Form will cease to be of

any effect; or

(g) resolve that Additional Shares may be acquired

at a discount to the Price of Shares in accordance

with clause 4.2, that the level of any discount will be

adjusted, or that no such discount will apply; or

(h) determine that the Plan may be underwritten on

such terms as agreed between the Board and an

underwriter.

8.2 Prior notice

Notice of any termination, suspension or modification

of the Plan by AWF under clause 8.1 will be given to all

Participating Shareholders by providing notification to

Shareholders by way of announcement to the NZX Main

Board, except for notice of any determination under

clause 8.1(f) which shall be given to the Shareholder who

gave the Participation Form in question.

8.3 Termination, suspension or modification by AWF

If the Plan is modified, then a Participation Form shall

be deemed to be a Participation Form under the Plan as

modified unless such Participation Form is subsequently

changed or withdrawn by the Shareholder.

If the Plan is suspended then election under the Plan

will cease to have effect and the Shares will revert to

their previous character in relation to Dividends until the

Board lifts the suspension, at which time a Participation

Form will have effect from the next Record Date

following the suspension of the Plan being lifted, unless

the Board resolves otherwise and gives notice of such

resolution at the time of the suspension being lifted by

way of an announcement to the NZX Main Board.

If the Plan is terminated then election under the Plan will

cease to have effect and the Shares will revert to their

previous character in relation to Dividends.

8.4 When no notice required

Notwithstanding clauses 8.1, 8.2 and 8.3, the Board may

at any time, without the need of any notice:

(a) modify the Plan to comply with the Constitution, the

NZX Listing Rules or any law; and

(b) make minor amendments to the Plan where such

amendments are of an administrative or procedural

nature.

8.5 Variation or termination by a Participating

Shareholder

A Shareholder may, at any time:

(a) increase or decrease the proportion of Participating

Shares, by completing the form online at https://

investorcentre.linkmarketservices.co.nz; or by validly

completing and sending a Participation Form to the

Registrar;

(b) terminate the Shareholder’s participation in the Plan

by written notice to that effect to the Registrar online

or by completing a Cancellation Form (available from

the Registrar upon request).

Such variation or termination will take effect from

the first Record Date after the Participation Form or

Cancellation Form is received by the Registrar or the

Participation Form or Cancellation Form has been

completed online. A properly completed Participation

Form or Cancellation Form will need to be received by

the Registrar prior to 5.00pm (New Zealand time) on the

Record Date in order for that variation or termination to

be effective in respect of Dividends payable in relation

to that Record Date.

8.6 Death of Participating Shareholder

If a Participating Shareholder is an individual and that

Shareholder dies, participation by that Shareholder will

cease upon receipt by AWF of a notice of death in a

form acceptable to AWF. Death of one of two or more

joint Participating Shareholders will not automatically

terminate participation.

9. TERMINATION OF PARTICIPATION WHERE

NO NOTICE GIVEN

9.1 Dispositions of all Shares

If a Participating Shareholder disposes of all of its

holding of Shares without giving the Registrar written

notice terminating the Participating Shareholder’s

participation in the Plan in accordance with clause 8.5(b),

the Participating Shareholder will be deemed to have

terminated participation in the Plan from the date AWF

registers a transfer of those Shares.

10. TAXATION

The statements below in relation to taxation reflect the

relevant New Zealand tax law as at the date this Offer

Document was prepared, and, as such, are subject to

any change in New Zealand taxation laws. It is intended

as a general guide only and is not an authoritative or

complete statement of all potential tax implications for

each Shareholder. Taxation is a complex area of law and

the taxation consequences for each Shareholder may

differ depending upon their particular circumstances.

Accordingly, each Shareholder should consult their own

tax adviser as to the taxation implications of the Plan.

AWF does not accept any responsibility for the financial

or taxation effects of a Shareholder’s participation or

non-participation in the Plan.

10.1 New Zealand Shareholders

For New Zealand tax purposes, a Participating

Shareholder should be treated in the same way as if they

1716Dividend Reinvestment Plan
had not participated. This means that the Shareholder

will derive a dividend of the same amount that they

would have derived if they had not participated (ie, they

will be treated as receiving a dividend from AWF which

is then applied to purchase or subscribe for Additional

Shares).

Accordingly, where the dividend (including any

attached imputation credits) is paid to a New Zealand

Shareholder, it will generally be subject to resident

withholding tax (“RWT”) which is deducted at source

by AWF (and therefore reduces the amount applied to

purchase or subscribe for Additional Shares). RWT will

be deducted at the rate of 33% with an allowance for

any attached imputation credits. For example, RWT

will be deducted at the rate of 5% where a dividend is

fully imputed (reflecting company tax paid at the 28%

rate). RWT will not need to be deducted where the New

Zealand Shareholder notifies AWF that they hold a RWT

exemption certificate or, if AWF chooses to not apply

RWT in such circumstances, where the New Zealand

Shareholder is a company and the dividend is fully

imputed.

The New Zealand Shareholder will need to return the

dividend (including any attached imputation credits) as

assessable income, which will be taxable to the New

Zealand Shareholder at their personal marginal tax rate.

Any attached imputation credits or RWT deducted will

be creditable against New Zealand taxes payable.

11. COSTS

There are no charges for participation or withdrawal

from the Plan or changing the proportion of Shares

nominated by you which will participate in the Plan.

No brokerage or commission costs will be incurred in

respect of the acquisition of Additional Shares.

12. STOCK EXCHANGE QUOTATION

It is expected that Additional Shares will be quoted on

the NZX Main Board on the completion of allotment

procedures. NZX Limited accepts no responsibility for

any statement in this Offer Document.

13. GOVERNING LAW

This Offer Document, the Plan, and its operation, will be

governed by the laws of New Zealand.

14. ANNUAL REPORT AND FINANCIAL

STATEMENTS

You may obtain free of charge AWF’s most recent

annual report and financial statements (including an

independent auditor’s report) complying with the

Companies Act 1993 and Financial Reporting Act

2013 by contacting AWF at the address set out in the

directory to this Offer Document, or you may download

these reports from AWF’s website at http://www.

awfmadison.co.nz/category/annrep.

Glossary

Additional Shares means the additional Shares to be issued or

transferred to Participating Shareholders pursuant to the Plan.

AWF means AWF Madison Group Limited.

Board means the board of directors of AWF.

Business Days means a time between 8.30am and 5.30pm on

a day on which the NZX Main Board is open for trading.

Cancellation Form means the cancellation form available

from the Registrar which notifies AWF that a Participating

Shareholder wishes to terminate their participation in the Plan.

Constitution means the constitution of AWF.

Dividend means a cash dividend or other cash distribution

relating to the Shares.

Dividend Payment Date means the date on which AWF pays

a dividend in respect its Shares.

Ex Date means the first Business Day before the Record Date.

NZX means NZX Limited.

NZX Listing Rules means the NZX Main Board listing rules.

NZX Main Board means the main board equity security

market operated by NZX.

Offer Document means this booklet which sets out the terms

and conditions of the Plan.

Participating Shareholder means a Shareholder who has

validly elected to participate in the Plan.

Participating Shares means the Shares participating in the

Plan determined in accordance with clause 2.3.

Participation Form means the participation form

accompanying this Offer Document or available from the

Registrar.

Plan means AWF’s Dividend Reinvestment Plan established

by the Board on the terms and conditions set out in this Offer

Document, as amended from time to time.

Price has the meaning given to it in clause 4.2.

Proportion has the meaning given to it in clause 1(a).

Record Date means, in relation to a dividend, the date on

which AWF’s register of Shareholders is closed in order to

determine entitlement to the relevant dividend.

Registrar means Link Market Services Limited.

Shareholder means a holder of Shares from time to time.

Shares means fully paid ordinary shares in AWF.

18
Directory

AWF

AWF Madison Group Limited

Level 6, 51 Shortland Street

Auckland Central

Auckland 1010

T: +64 9 526 8770

Registrar

Link Market Services Limited

Level 11, Deloitte Centre

PO Box 91976

Auckland 1142

Investor enquiries: +64 9 375 5998

Fax: +64 9 375 5990

enquiries@linkmarketservices.co.nz

www.linkmarketservices.co.nz

Solicitors for AWF

Russell McVeagh

Vero Centre

48 Shortland Street

PO Box 8

Auckland

New Zealand

T: +64 9 367 8000

Auditor

Deloitte Limited

Deloitte Centre

80 Queen Street

PO Box 33

Auckland

T: +64 9 309 4944

Participation Form
Dividend Reinvestment Plan

Do not complete this Participation Form if you wish to continue to receive in cash any dividends declared in respect of

all of your shares in AWF Madison Group Limited (“AWF”).

A Dividend Reinvestment Plan (“Plan”) has been introduced in relation to your shares in AWF. Full details of the Plan are set out in the offer document

dated 15 June 2018 accompanying this Participation Form. If you wish to reinvest all or part of your AWF dividends, complete and return this form in

the enclosed reply paid envelope or email the completed form to enquiries@linkmarketservices.com. Alternatively, you may make your participation

election, or vary an existing participation election online by visiting https://investorcentre.linkmarketservices.co.nz.

Capitalised terms not defined in this Participation Form have the meaning given to those terms in the glossary of the Offer Document.

Name(s):

Address:


CSN/Holder number: Daytime phone: ( )

In terms of the Plan, I/we wish to participate in the Plan and request: (Choose one option only)

a) Full participation in the Plan for all the Shares I/We may hold from time to time.

OR

b) Partial participation in the Plan, for the percentage of Shares stated. Please specify percentage of Shares:

Joint holders must each sign. Companies must execute by an authorised officer or attorney. If signed by an attorney, a non-revocation declaration must

accompany this form, and the relevant authority must either have been exhibited previously to the Registrar or accompany this form.

I/We acknowledge that I/we have received and read a copy of the Offer Document. I/We agree to be bound by the terms and conditions of the Plan

set out in the Offer Document dated 15 June 2018 and this Participation Form. I/We hereby direct that the net proceeds of all cash dividends I am/we

are entitled to be paid or credited in respect of my/our Participating Shares be applied towards the purchase of Additional Shares in accordance with

the Plan.

Signature of Shareholder(s):

Date: / /

Date: / /

Date: / /

Participation will commence on the first Record Date after receipt by the Registrar of this Participation Form, correctly completed. Participation will

continue to apply until varied online at https://investorcentre.linkmarketservices.co.nz or submitting another Participation Form or terminated by

submitting an Cancellation Form (available from the Registrar upon request, in accordance with the terms and conditions of the Plan or until the Plan is

terminated or suspended by AWF.

This Participation Form may be returned at any time to the Registrar by one of the methods below:

By post (New Zealand):

AWF Madison Group Limited Registrar

C/- Link Market Services Limited

PO Box 91976

Auckland 1142

or

Level 11, Deloitte Centre

80 Queen Street

Auckland 1010

New Zealand

Scan and email:

enquiries@linkmarketservices.com

(Please put AWF DRP in the subject line for

easy identification)

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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