TIL Logistics Introduces Dividend Reinvestment Plan

28 August 2018
Company Announcement

330 Devon St East, New Plymouth
NEW ZEALAND WIDE | NATIONAL & INTERNATIONAL FREIGHT AND LOGISTICS


TIL LOGISTICS INTRODUCES DIVIDEND REINVESTMENT PLAN

TIL Logistics Group Limited (NZX: TLL) is pleased to introduce a Dividend Reinvestment Plan, which
offers eligible shareholders the opportunity to reinvest any dividends received on some or all of
their existing shares, into additional shares, free of brokerage charges.

Attached to this announcement is a copy of the Offer Document and the participation form which
will be sent to all shareholders and will be made available on the company website www.til.kiwi.

ENDS

For further information and media assistance, please contact:

Greg Whitham
Chief Financial Officer
Phone: +64 27 471 7120
Email: greg.whitham@til.kiwi
Jackie Ellis
Media Liaison
Phone: + 64 27 246 2505
Email: jackie@ellisandco.co.nz

About TIL Logistics Group Limited (TLL)

TLL is one of the largest domestic freight and logistics businesses in New Zealand, with a
nationwide network of branches, depots and warehouses. TLL’s activities include transporting and
warehousing freight throughout New Zealand and co-ordinating freight movements offshore with
the assistance of international alliances. TLL also has a specialist road tanker division which is one
of the largest operators in the New Zealand fuel delivery market.

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DIVIDEND REINVESTMENT PLAN
OFFER DOCUMENT
28 August 2018
TIL Logistics Group Limited has established a Dividend Reinvestment
Plan which offers eligible Shareholders the opportunity to reinvest
any dividends received on some or all of your existing shares, into
Additional Shares, free of brokerage charges. Participation in the
Plan is optional. This Offer Document explains how the Plan works.
Capitalised terms are set out in the Glossary on page 26.
This is an important document. If you do not understand it, or if you
have any questions in relation to the Dividend Reinvestment Plan or
how to act, please contact your financial adviser.
TIL LOGISTICS GROUP
LIMITED

QUESTIONS
AND ANSWERS
1 WHAT IS THE TIL LOGISTICS DIVIDEND
REINVESTMENT PLAN?
The TIL Logistics Group Limited Dividend
Reinvestment Plan gives you, as a
Shareholder in TIL Logistics Group Limited,
the opportunity to reinvest the net proceeds
of any cash dividends payable on your fully
paid ordinary shares in Additional Shares.
This provides a convenient method for you to
increase your investment in TIL Logistics free
of brokerage charges.
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 or Australian address on
the TIL Logistics Share register.
However, if you hold any Shares over which
TIL Logistics has a lien or charge, those
Shares will not be eligible to participate in the
Plan.
3 HOW DO I PARTICIPATE IN THE PLAN?
Once you have read this Offer Document you
can elect to participate at any time by making
an election online at https://investorcentre.
linkmarketservices.co.nz. You will require your
CSN/Holder Number and Authorisation Code
(FIN) to complete your election online.
Alternatively, you can send a completed
Participation Form to Link Market Services, at
the address details set out in the Directory.
DIVIDEND REINVESTMENT PLAN
1

4 WHAT OPTIONS DO I HAVE REGARDING
PARTICIPATING IN THE PLAN?
Participation in the Plan is optional and you
can join, vary or withdraw your participation
at any time. If you wish to participate in the
Plan, you may elect one of the following:
a Full participation
Full participation means that 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 participate in the Plan
for all future dividends to which the Plan
applies (unless you vary your participation
in the Plan in accordance with the Terms
and Conditions of the Plan).
b Partial participation
Partial participation means that the number
of Shares nominated by you will participate
in the Plan for all future dividends to which
the Plan applies (unless you vary your
participation in the Plan in accordance with
the Terms and Conditions of the Plan).
You will continue to receive in cash any
dividend on any of your Shares which do not
participate in the Plan. If you do not wish to
participate in the Plan, you are not required
to do anything. You will continue to receive in
cash any dividends paid on all of your Shares.
5 WHAT IF WANT TO RECEIVE MY DIVIDENDS
AS CASH?
If you prefer to receive your dividends as
cash, and do not wish to reinvest the net
proceeds in Additional Shares, then you are
not required to do anything. You do not need
to complete a Participation Form or online
election and you will continue to receive in
cash any dividends paid on your Shares.
6 WHAT IF I CHANGE MY MIND?
You can join the Plan, vary your participation
or withdraw from the Plan at any time online
at https://investorcentre.linkmarketservices.
co.nz or by sending a completed Participation
Form to Link Market Services. Participation
Forms are available online or from Link
Market Services on request.
A variation or withdrawal will be effective
from the first Record Date after you notify
Link Market Services.
7 HOW MUCH DOES IT COST?
Participation in the Plan is free and provides
you with the ability to acquire additional
Shares in TIL Logistics free of any brokerage,
commission or other transaction costs.
8 WHAT PRICE WILL I PAY?
The price of Shares is based upon the
arithmetic average of the daily volume
weighted average sale price (rounded to
the nearest cent) of all TIL Logistics Shares
sold through the NZX Main Board (excluding
special trades) during a period of not more
than 10 trading days, as determined by the
Board. This period will begin two trading days
after the relevant dividend record date or any
other date, as determined by the Board. The
Share price may be subject to a discount set
by the Board from time to time.
The length of the period during which
the price for Shares is set, the first day of
that period and the discount, if any, will be
announced by TIL Logistics to Shareholders
at the same time the dividend is announced
for the relevant period.
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DIVIDEND REINVESTMENT PLAN
23

9 CAN THE PLAN BE CHANGED IN THE
FUTURE?
Yes. The TIL Logistics Board may change,
suspend or cancel the Plan at its sole
discretion. If that occurs, notice will be given
through the NZX unless clause 15.4 of the
Terms and Conditions provides otherwisethat
notice is not required to be given.
If TIL Logistics changes the Plan, those
changes will not affect any Shares issued to
you under the Plan prior to the change.
10 HOW DO THE SHARES RANK AND CAN I
SELL THEM?
Shares issued or transferred to you under
the Plan will rank equally in all respects with
existing Shares. You can sell shares issued or
transferred to you under the Plan.
11 ARE THERE ANY TAX IMPLICATIONS?
For New Zealand and Australian income tax
purposes, dividends reinvested in Shares
under a dividend reinvestment plan are
generally treated in the same manner as
a cash dividend. TIL Logistics will provide
details of the amount of the dividend, taxes
withheld and credits available so that you can
complete your tax returns. More information
is set out in paragraph 19 of the Terms and
Conditions.
You should contact your professional tax
adviser for information about your specific
circumstances.
12 WHAT IS TIL LOGISTICS’ DIVIDEND POLICY?
The Board of Directors of TIL Logistics will
consider whether to pay a dividend, and
the amount or timing of any such dividend,
in respect of each relevant financial year
having regard to all relevant factors,
including financial performance, cash flow,
capital requirements and the availability of
imputation credits.
The payment of dividends is not guaranteed
by TIL Logistics and TIL Logistics’ dividend
policy may change from time to time. Further
information on TIL Logistics dividend policy
and payments is available at www.til.kiwi/
investor-centre-menu/dividend.

TIL LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN
45

TIL LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN
67
TERMS AND CONDITIONS
1 INTRODUCTION
1.1 The Terms and Conditions of the TIL Logistics
Group Limited (“TIL Logistics”) Dividend
Reinvestment Plan (the “Plan”) are set out
below.
1.2 Under the Plan, holders of fully paid ordinary
shares in TIL Logistics (“Shares”) may elect to
reinvest the net proceeds of cash dividends
paid on all or any of their Shares in TIL
Logistics by acquiring further Shares in TIL
Logistics (“Additional Shares”).
1.3 This Offer Document is issued in compliance
with the exclusion for dividend reinvestment
plans contained in Schedule 1 to the
Financial Markets Conduct Act 2013 and the
Financial Markets Conduct Regulations 2014.
Accordingly, no product disclosure statement
is required in respect of the Plan.
1.4 Capitalised terms used in these Terms and
Conditions have the meanings set out in the
Glossary.
1.5 The Questions and Answers section of this
Offer Document set out summary answers
to key questions. If there is any inconsistency
between the Questions and Answers and
these Terms and Conditions, the Terms and
Conditions will prevail.
2 PARTICIPATION IN THE PLAN
Subject to paragraph 4.1, TIL Logistics offers
to all Shareholders the right to elect to
participate in the Plan. However, if you hold
any Shares over which TIL Logistics has a lien
or charge in accordance with the Constitution
or other requirements of law, those Shares
will not be eligible to participate in the Plan.
3 OPTIONS AVAILABLE TO YOU
3.1 You 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 Shares registered in your name
on each relevant Record Date.
b Partial participation: If you elect partial
participation, only the number of Shares
nominated by you will participate in the
Plan. If you nominate a number of Shares in
excess of the number of Shares held by you,
your application will be deemed to be an
application for full participation.
3.2 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.
4 APPLICATION OF THE PLAN TO OVERSEAS
SHAREHOLDERS
Participation in the Plan by Shareholders
outside of New Zealand or Australia
4.2 TIL Logistics may, in its absolute discretion,
elect not to offer participation under the
Plan to Shareholders whose address on
TIL Logistics’ Share register is outside New
Zealand or Australia if TIL Logistics considers
that to do so would risk breaching the laws
of any relevant jurisdiction outside of New
Zealand or Australia and it would be unduly
onerous to ensure compliance with the laws
of that jurisdiction.
4.2 As at the date of this Offer Document, the
Board of Directors of TIL Logistics (“Board”)
has elected not to offer participation in the
Plan to Shareholders whose address on

TIL LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN
89
TIL Logistics’ Share register is outside New
Zealand or Australia. The Board may change
this policy at its sole discretion.
Information for Australian Shareholders
4.3 The offer of securities under the Plan does
not need disclosure for the purposes of
section 708 of the Corporations Act 2001
(Cth). Accordingly, this Offer Document will
not be lodged with the Australian Securities
and Investments Commission (“ASIC”).
4.4 If you are resident in Australia, please note
that TIL Logistics is not licensed to provide
financial product advice in relation to the
securities offered under the Plan. There is no
cooling-off regime that applies in respect of
your acquisition of securities offered under
the Plan. This Offer Document does not
take into account your personal objectives,
financial situation or needs. You should
consider obtaining your own financial product
advice in relation to the proposed offer from
an independent person who is licensed by
ASIC to give such advice.
Representations and warranties from
overseas Shareholders
4.5 If you are not resident in New Zealand or
Australia and you apply to participate in
the Plan, you represent and warrant to TIL
Logistics that the offer of Shares under the
Plan to you, and your participation in the Plan,
does not breach any laws in your country of
residence.
4.6 If you are not resident in New Zealand or
Australia and you hold Shares through a New
Zealand or Australian resident nominee:
a you must not allow your nominee to
participate in the Plan if participation in
respect of your Shares would breach any
laws of your country of residence; and
b if you elect to participate in the Plan
through your nominee, you are deemed
to represent and warrant to TIL Logistics
that you can lawfully participate in the Plan
through your nominee.
4.7 TIL Logistics accepts no responsibility for
determining whether you or any other
Shareholder is able to participate in the Plan
under laws applicable outside of New Zealand
or Australia.
5 HOW TO PARTICIPATE IN THE PLAN
5.1 To participate in the Plan you must make a
“Participation Election” in one of the following
ways:
a Online Election: By visiting the website of
TIL Logistics’ Share registrar Link Market
Services Limited (“Registrar”) at https://
investorcentre.linkmarketservices.co.nz.
You will require your CSN/Holder Number
and Authorisation Code (FIN) to complete
your online election. (Online Election is not
available for Shareholders who hold Shares
jointly.)
b Participation Form: Complete the
Participation Form in accordance with the
instructions on that form, and send the
completed Participation Form to:
By post: PO Box 91976, Victoria Street
West, Auckland 1142, New Zealand
By email: operations@linkmarketservices.
co.nz
or to such other person or address as TIL
Logistics may determine (as announced to
NZX by TIL Logistics).

TIL LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN
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5.2 Subject to these Terms and Conditions, you
can make an election at any time while the
Plan is in effect. A Participation Form and
Offer Document can be downloaded at any
time from the TIL Logistics’ website at www.
til.kiwi and can be requested at any time from
the Registrar.
5.3 TIL Logistics may accept or reject a
Participation Election that is not properly
completed or, where applicable, signed,
and correct any error in, or omission from,
a Participation Election. A Participation
Election that is accepted (including after the
correction of any error or omission) under
this paragraph 5.3 will be treated as being
correctly completed for the purposes of these
Terms and Conditions.
5.4 You must provide a separate Participation
Election in respect of each holding of Shares
identified by a separate holder number or
common shareholder number that you wish
to participate in the Plan.
6 WHEN YOUR PARTICIPATION BECOMES
EFFECTIVE
6.1 The record date for determining entitlements
under the Plan is 5.00pm New Zealand
time on the date fixed by TIL Logistics for
determining entitlements to a dividend
(“Record Date”).
6.2 Your participation in the Plan will be effective
as to dividends payable from the first Record
Date after receipt by the Registrar of a
properly completed Participation Election.
6.3 Any Participation Election received after
5.00pm New Zealand time on a Record Date
will be effective only from the next following
dividend.
6.4 Your participation in the Plan will continue
for all future dividends to which the Plan
applies in accordance with these Terms and
Conditions, unless you vary your participation
in the Plan in accordance with these Terms
and Conditions.
7 HOW TIL LOGISTICS DETERMINES YOUR
LEVEL OF PARTICIPATION IN THE PLAN
7.1 You may in your Participation Election elect
full participation, or partial participation, in
the Plan, on the basis set out in paragraph 2.
7.2 If your Participation Election does not
indicate your level of participation or
indicates a level of participation which is more
than the number of Shares that you hold but
is otherwise correctly completed, you will be
deemed to have applied for full participation
in the Plan.
7.3 If you elect partial participation in the Plan
and the number of Shares held by you on a
relevant Record Date is less than the number
of Shares specified in your Participation
Election, then you will participate in the
Plan only in respect of that lesser number of
Shares.
7.4 You may vary the extent of your participation
in the Plan in accordance with these Terms
and Conditions.
8 YOUR DIRECTION TO TIL LOGISTICS
8.1 Your “Participating Shares” are the Shares
held by you (registered in your name on the
Share register) in respect of which you have
validly elected to participate in the Plan on a
Record Date, subject to paragraph 7.

TIL LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN
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8.2 By electing to participate in the Plan, you
direct TIL Logistics to apply the net proceeds
of any cash dividend payable or credited
on the Participating Shares held by you on
each relevant Record Date as payment for
Additional Shares to be issued or transferred
to you under the Plan. The number of
Additional Shares to be issued or transferred
to you will be calculated in accordance with
paragraph 9.
8.3 Your direction in paragraph 8.2 will:
a continue unless and until you terminate or
vary your participation in the Plan, or TIL
Logistics terminates your participation in
the Plan, in accordance with these Terms
and Conditions;
b not apply during any suspension of the Plan
by TIL Logistics.
8.4 If you vary your participation in the Plan
in accordance with these Terms and
Conditions, your direction in paragraph 8.2
will apply in respect of your varied number of
Participating Shares.
9 YOUR ENTITLEMENT TO ADDITIONAL
SHARES
Formula for calculation of Additional Shares
9.1 If you elect to participate in the Plan, the
number of Additional Shares to be issued
or transferred to you will be calculated in
accordance with the following formula:
AS = ((PS x D))
Price
Where:
AS is the number of Additional Shares you
will receive (with fractional entitlements
rounded down to the nearest whole
number).
PS is the number of your Participating Shares.
D is the net proceeds per Share from TIL
Logistics (expressed in cents and fractions
of cents, including any supplementary
dividends in respect of Participating Shares
payable to non-resident Shareholders but
excluding any imputation credits and after
deduction of any resident and non-resident
withholding (or other) taxes, if any) of cash
dividends payable or credited on that Share
which would otherwise have been payable
to you in cash if you had not elected to
participate in the Plan.
Price the arithmetic average of the daily volume
weighted average sale price (rounded
to the nearest cent) of all Shares sold
through a Normal Trade on the NZX Main
Board during a period of not more than
10 trading days, as determined by the
Board, commencing two trading days
after the Record Date, or any other date
as determined by the Board (“Weighted
Average Sale Price”), less a discount (if
any) as determined by the Board in its sole
discretion from time to time.
9.2 For the purposes of the definition of “Price” in
paragraph 9.1:
a “Normal Trade” means all trades excluding
special trades such as special crossings,
overseas trades, option exercise trades and
any other trade determined by the Board in
its discretion to not be reflective of normal
trading in Shares.
b If no sales of Shares occur during the period
determined by the Board for setting the
price of Shares, then the Weighted Average
Sale Price will be deemed to be the sale
price for a Share on the first price setting
trade of Shares which takes place after that
period.

TIL LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN
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c The Weighted Average Sale Price may be
reasonably adjusted by TIL Logistics 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 Weighted
Average Sale Price, TIL Logistics may make
such adjustment to that sale price as it
considers reasonable.
d The length of the period during which the
price for Shares is set, the first day of that
period and the discount, if any, in each
case as determined by the Board will be
announced by TIL Logistics to NZX at the
same time the dividend is announced.
9.3 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 you and all other Participating
Shareholders.
TIL Logistics will keep any balance resulting
from fractional entitlements
9.4 Any net proceeds per Share, as described in
the definition of “D” in paragraph 9.1, which
are not applied to the issue or transfer of an
Additional Share to you because fractional
entitlements to Additional Shares are rounded
down to the nearest whole number will be
retained by TIL Logistics for its sole benefit
and will not be refunded or paid to you or
held by TIL Logistics or the Registrar on your
behalf.
10 MATERIALLY ADVERSE INFORMATION
WHICH IS NOT PUBLICLY AVAILABLE
TIL Logistics will ensure that, at the time the
price for the Additional Shares is set under
paragraph 9, it 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.
11 COMPLIANCE WITH LAWS, LISTING RULES
AND CONSTITUTION
11.1 The Plan will not operate in relation to a
dividend to the extent that the issue or
transfer of Additional Shares under the Plan
would breach any applicable law, the NZX
Main Board Listing Rules or the Constitution.
11.2 If for any reason TIL Logistics cannot or does
not issue or transfer you Additional Shares
under the Plan in respect of a dividend, the
relevant dividend on Participating Shares
will be paid or distributed to you in the same
manner as to Shareholders not participating
in the Plan.
12 ALLOTMENT OF ADDITIONAL SHARES TO
YOU
TIL Logistics will issue or transfer Additional
Shares to you
12.1 TIL Logistics will, on the day that it would
have otherwise paid a relevant dividend to
you, issue or transfer to you the number of
Additional Shares calculated in accordance
with paragraph 9.
Terms of issue and ranking of Additional
Shares
12.2 Additional Shares issued or transferred to
you and other Participating Shareholders
under the Plan will be issued or transferred
on the terms set out in the Plan, and subject
to the rights of termination, suspension and
modification set out in paragraph 15, will not
be issued on any other terms and will all be
subject to the same rights as each other.

TIL LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN
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12.3 Additional Shares will, from the date of issue
or transfer to you, have the same rights
as and rank equally in all respects with
Additional Shares issued or transferred to all
other Participating Shareholders and with all
other Shares on issue as at that date.
13 SOURCE OF ADDITIONAL SHARES
Additional Shares may, at the Board’s
discretion, be:
a new Shares issued by TIL Logistics;
b existing Shares acquired by TIL Logistics or
a nominee or agent of TIL Logistics; or
c any combination of new Shares and existing
Shares.
14 TIL LOGISTICS WILL PROVIDE YOU WITH
STATEMENTS ABOUT YOUR PARTICIPATION
IN THE PLAN
If you elect to participate in the Plan, TIL
Logistics or the Registrar will send to you,
as soon as practicable after each date on
which TIL Logistics pays a dividend on Shares
(other than a dividend where the Plan does
not operate in respect of your Participating
Shares) (“Payment Date”), a statement
detailing:
a the number of Shares in your name on the
Share register on the relevant Record Date;
b the number of your Participating Shares on
the relevant Record Date;
c the amount of:
i your dividend reinvested in Additional
Shares; and
ii your dividend paid in cash on the Shares
which were not Participating Shares (if
applicable);
d the amount of any tax deduction or
withholding made;
e the number of Additional Shares issued
or transferred to you under the Plan on
the Payment Date and the price of those
Additional Shares, including the discount
(if any), determined by the Board under
paragraph 9;
f the amount of any imputation or other
taxation credits; and
g such other matters required by law
with respect to dividends and/or the
reinvestment of dividends under the Plan.
15 TERMINATION, SUSPENSION AND
MODIFICATION BY TIL LOGISTICS
Termination or modification by TIL Logistics
15.1 The Board may at any time in its sole
discretion:
a terminate, suspend or modify the Plan. If
the Plan is modified, then a Participation
Election will be deemed to be a
Participation Election under the Plan as
modified unless that Participation Election
is varied or withdrawn by you in accordance
with paragraph 16; or
b suspend the operation of the Plan so that
it will not apply in whole or part to any
dividends or distributions; or
c 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

TIL LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN
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d resolve, in the event of the subdivision,
consolidation or reclassification of the
Shares into one or more new classes of
Shares, that a Participation Election will
be deemed to be a Participation Election
in respect of the Shares as subdivided,
consolidated or reclassified unless such
Participation Election is subsequently varied
or withdrawn by you in accordance with
paragraph 16; or
e resolve that a Participation Election will
cease to be of any effect; or
f resolve that Additional Shares may be
acquired at a discount to the market price
of Shares in accordance with paragraph 9;
g determine that Shareholders in specific
jurisdictions outside New Zealand and
Australia may participate in the Plan; or
h determine that the Plan may be
underwritten on such terms as agreed
between TIL Logistics and an underwriter.
15.2 The Board and TIL Logistics will not be liable
to you, and you will have no claim of any
nature against the Board or TIL Logistics, for
or in connection with any action, decision or
resolution under paragraph 15.1.
TIL Logistics will provide notice of any
termination, suspension or modification
15.3 Subject to paragraph 15.4, notice of any
termination or suspension by TIL Logistics
under paragraph 15.1 will be given by way
of an announcement to NZX. Notice of any
modification of the Plan under paragraph 15.1
will be sent to all Participating Shareholders.
When no notice required
15.4 Notwithstanding any provision in these Terms
and Conditions, TIL Logistics may at any time,
without the need for any notice:
a modify the Plan to comply with the
Constitution, the NZX Main Board Listing
Rules or any law; and
b make minor amendments to the Plan where
such amendments are of an administrative
or procedural nature.
16 VARIATION OR TERMINATION BY YOU
16.1 You may, at any time, by making a valid
Participation Election in accordance with
paragraph 5:
a increase or decrease the number of
Participating Shares; or
b terminate your participation in the Plan.
16.2 Such variation or termination will take
effect from the first Record Date after the
Participation Election is received by the
Registrar. A properly completed Participation
Election will need to be received by the
Registrar prior to 5.00pm New Zealand time
on the relevant Record Date for the variation
or termination to be effective in respect of
dividends payable in relation to that Record
Date.
17 DEATH OF PARTICIPATING SHAREHOLDER
If a Participating Shareholder dies,
participation in the Plan by that Shareholder
will cease on receipt by TIL Logistics of
a notice of death in a form acceptable to
TIL Logistics. Death of one of two or more
joint Participating Shareholders will not
automatically terminate participation in the
Plan.

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DIVIDEND REINVESTMENT PLAN
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18 REDUCTION OR TERMINATION OF
PARTICIPATION WHERE NO NOTICE GIVEN
Dispositions where partial participation
18.1 If you elect to participate in the Plan in
respect of some but not all your Shares and
you dispose of some of your Shares then,
unless you notify the Registrar otherwise in
writing:
a the Shares disposed of will be deemed
to be Shares which are not Participating
Shares; and
b if the number of Shares disposed of is
greater than the number of your Shares
which are not Participating Shares, the
balance will be attributed to Participating
Shares.
Partial dispositions where full participation
18.2 If you elect full participation in the Plan and
you dispose of part of your holding of Shares
without giving the Registrar written notice
terminating your participation in the Plan in
accordance with paragraph 16.1(b), the Plan
will only apply in respect of the number of
Shares held by you on each relevant Record
Date following that disposal.
Dispositions of all Shares
18.3 If you dispose of all of your holding of Shares
you will be deemed to have terminated
participation in the Plan from the date TIL
Logistics registers a transfer of those Shares.
19 TAXATION
19.1 The statements below in relation to taxation
reflect the relevant New Zealand and
Australian tax law as at the date this Offer
Document was prepared and, as such, are
subject to any change in New Zealand or
Australian 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, you should
consult your own tax adviser as to the
taxation implications of participating in
the Plan. TIL Logistics does not accept any
responsibility for the financial or taxation
effects of your participation or non-
participation in the Plan.
New Zealand Shareholders
19.2 For New Zealand tax purposes, a New
Zealand resident Participating Shareholder
should be treated in the same way as if the
Participating Shareholder did not participate
in the Plan. This means that the Participating
Shareholder will derive a dividend of the same
amount that the Participating Shareholder
would have derived if the Participating
Shareholder had not participated (i.e. the
Participating Shareholder will be treated as
receiving a dividend from TIL Logistics which
is then applied to purchase or subscribe for
Additional Shares).
19.3 Accordingly, unless the New Zealand
Shareholder notifies TIL Logistics that the
Shareholder holds a resident withholding
tax (“RWT”) exemption certificate, the
dividend (including any attached imputation
credits) will be subject to RWT which may
be deducted at source by TIL Logistics (and
therefore reduces the amount applied to
purchase or subscribe for Additional Shares).

TIL LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN
2223
If TIL Logistics deducts RWT at source, as
at the date of this Offer Document, 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).
19.4 The New Zealand Shareholder will need to
return the dividend (including any attached
imputation credits and before any RWT
has been deducted) as assessable income,
which will be taxable to the New Zealand
Shareholder at the Shareholder’s personal
marginal tax rate. Any attached imputation
credits or RWT deducted will be creditable
against New Zealand taxes payable.
Australian Shareholders
19.5 For Australian tax purposes, an Australian
resident Participating Shareholder should be
treated in the same way as if they had not
participated. This means that the Australian
resident Participating Shareholder should
derive a dividend of the same amount that
they would have derived if they had not
participated (i.e. the Australian resident
Participating Shareholder should be treated
as receiving a dividend from TIL Logistics
which is then applied to purchase or
subscribe for Additional Shares).
19.6 For an Australian resident Participating
Shareholder, the gross dividend (including
any withholding tax deducted in New
Zealand) should generally be assessable
to the Australian resident Participating
Shareholder at its respective tax rate. The
Australian resident Participating Shareholder
may be entitled to a foreign income tax offset
for any withholding tax deducted in New
Zealand.
19.7 Where a dividend is paid to an Australian
resident Participating Shareholder it will
be subject to New Zealand non-resident
withholding tax (“NRWT”) which is deducted
at source by TIL Logistics (and therefore
reduces the amount applied to purchase
or subscribe for Additional Shares). As at
the date of this Offer Document, NRWT
will generally be deducted at the rate of
15%. However, where the dividend is fully
imputed and the Australian Shareholder
holds less than 10% of the shares and voting
interests in TIL Logistics, the impact of
NRWT may effectively be negated by TIL
Logistics paying the Australian resident
Participating Shareholder a supplementary
dividend in addition to the dividend paid to all
shareholders.
19.8 To the extent the Australian Shareholder has
a direct voting interest in TIL Logistics of 10%
or more and the dividend is fully imputed, the
rate of NRWT will be 0%.
19.9 The Australian tax implications of the future
sale of Additional Shares acquired by an
Australian resident Participating Shareholder
will depend on the particular circumstances
of that Shareholder. For Australian capital
gains tax purposes, the cost base of the
Additional Shares should include the amount
of the dividend (and any supplementary
dividend) applied to acquire the Additional
Shares.
19.10The Australian and New Zealand tax
consequences for an Australian resident
company Participating Shareholder holding
10% or more of the shares in TIL Logistics
may differ to the consequences described
above.

TIL LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN
2425
Other non-resident Shareholders
19.11 Where the dividend is paid to non-New
Zealand resident Shareholders, it will be
subject to NRWT which is deducted at source
by TIL Logistics (and therefore reduces the
amount applied to purchase or subscribe for
Additional Shares).
19.12 The rate at which NRWT is imposed will
depend on the extent to which imputation
credits are attached to a dividend and
whether the Shareholder is tax resident in a
country which has entered into a tax treaty
with New Zealand. As at the date of this Offer
Document, generally, NRWT is deducted at
the rate of:
a 15%, or 0% if the tax rate applicable after
applying any relevant tax treaty would be
less than 15%, to the extent that a dividend
is fully imputed; or
b 30%, or the tax rate applicable after
applying any relevant tax treaty, to the
extent that a dividend is not fully imputed.
19.13 Depending on the extent to which a dividend
is imputed, the impact of NRWT may
effectively be mitigated by TIL Logistics
paying a supplementary dividend in addition
to the dividend paid to all Shareholders.
19.14 To the extent the non-New Zealand resident
Shareholder has a direct voting interest in TIL
Logistics of 10% or more and the dividend is
fully imputed, the rate of NRWT will be 0%.
20 COSTS
There are no charges for participation in or
withdrawal from the Plan. No brokerage or
commission costs will be incurred in respect
of the acquisition of Additional Shares.
21 STOCK EXCHANGE QUOTATION
TIL Logistics will apply for quotation of
the Additional Shares which may be issued
under the Plan on the NZX Main Board. It is
expected that such Additional Shares will
be quoted on the NZX Main Board on the
completion of allotment procedures. However,
NZX does not accept any responsibility for
any statement in this Offer Document.
22 GOVERNING LAW
This Offer Document, the Plan, and its
operation, will be governed by the laws of
New Zealand. By electing to participate in the
Plan you submit to the exclusive jurisdiction
of the Courts of New Zealand.
23 OTHER INFORMATION
You may obtain from TIL Logistics, free of
charge, TIL Logistics’ most recent annual
report and financial statements (including
the auditor’s report on those financial
statements) by contacting TIL Logistics at
the address set out in the Directory, or by
electronic means from TIL Logistics’ website:
www.til.kiwi.

PARTICIPATION FORM
DIVIDEND REINVESTMENT PLAN
Do not complete this form if you wish to continue to receive in cash any dividends declared in respect of all of your
Shares in TIL Logistics Group Limited (“TIL Logistics”).
TIL Logistics has a Dividend Reinvestment Plan (the “Plan”). Full details of the Plan are set out in the Offer Document
dated 28 August 2018. Capitalised terms not defined in this Participation Form have the meaning given to those terms
in the Glossary of the Offer Document. If you wish to reinvest all or part of your TIL Logistics dividends under the
Plan, complete and return this form in the enclosed reply-paid envelope or email the completed form to operations@
linkmarketservices.co.nz
Alternatively, you may make your Participation Election, or vary an existing Participation Election online by visiting
https://investorcentre.linkmarketservices.co.nz. (Online election is not available for Shareholders who hold Shares
jointly.)
Name(s):
.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Address: .......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
CSN/Holder number: ..........................................................................................................................................................................................................................................................................................Daytime phone: ..............................................................................................................................................................................................................
In terms of TIL Logistics’ Dividend Reinvestment Plan, I/we wish to participate in the Plan and request: (Choose one
option only)
a) Full participation in the Plan for all my Shares I/we may hold from time to time
OR
b) Partial participation in the Plan, for the number of Shares stated. Please specify number of Shares:
Joint holders must each sign. Companies must execute by an authorised officer or attorney. If signed by an attorney,
a certificate of non-revocation must accompany this form, and the relevant authority must either have been provided
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 TIL Logistics Dividend Reinvestment Plan set out in the Offer Document dated
28 August 2018 and this 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:
.................................................................................................................................. .............................................................................................................
.................................................................................................................................. .............................................................................................................
.................................................................................................................................. .............................................................................................................
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 or terminated by submitting another Participation Form
(available from the Registrar upon request or on TIL Logistics’ website, www.til.kiwi), in accordance with the terms and
conditions of the Plan or until the Plan is terminated or suspended by TIL Logistics.
This form may be returned at any time to the Registrar by one of the methods below:
By post to: PO Box 91976, Victoria Street West,
Auckland 1142, New Zealand
GLOSSARY
“ADDITIONAL SHARES” means the additional
Shares to be issued or transferred to Participating
Shareholders under the Plan.
“TIL LOGISTICS” means TIL Logistics Group
Limited.
“BOARD” means the board of directors of TIL
Logistics.
“CONSTITUTION” means the constitution of TIL
Logistics.
“NZX MAIN BOARD” means the main board
equity security market operated by NZX.
“NZX MAIN BOARD LISTING RULES” means the
Main Board listing rules of NZX.
“NZX” means NZX Limited.
“OFFER DOCUMENT” means this document
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 held
by a Participating Shareholder (registered in the
Participating Shareholder’s name on the Share
register) in respect of which the Participating
Shareholder has validly elected to participate in
the Plan.
“PARTICIPATION FORM” means the participation
form to elect to participate in the Plan.
“PLAN” means TIL Logistics’ Dividend
Reinvestment Plan on the Terms and Conditions
set out in this Offer Document, as amended from
time to time.
“RECORD DATE” means 5.00pm New Zealand
time on the date fixed by TIL Logistics for
determining entitlements to a dividend.
“REGISTRAR” means Link Market Services
Limited.
“SHAREHOLDER” means a holder of one or more
Shares from time to time.
“SHARES” means fully paid ordinary shares in TIL
Logistics.
By email to:
operations@linkmarketservices.co.nz
TIL LOGISTICS GROUP LIMITED
26

TIL LOGISTICS GROUP LIMITED
28
DIRECTORY
TIL LOGISTICS GROUP LIMITED
330 Devon Street East
New Plymouth 4312
New Zealand
Website: www.til.kiwi
REGISTRAR
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
New Zealand
or
PO Box 91976
Victoria Street West
Auckland 1142
New Zealand
Telephone: +64 9 375 5998
Facsimile: +64 9 375 5990
Website: wwww.linkmarketservices.co.nz
NEW ZEALAND LEGAL ADVISERS
HARMOS HORTON LUSK LIMITED
Level 33, Vero Centre
48 Shortland Street
Auckland
New Zealand