Dividend Reinvestment Plan information

EBOS Group Limited. NZBN 9429031998840
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia. PO Box 7300, Melbourne, Victoria 8004, Australia.
Phone: +61 3 9918 5555, Fax: +61 3 9918 5599.
www.ebosgroup.com





4 March 2019
NZX/ASX Code: EBO





DIVIDEND REINVESTMENT PLAN

On 20 February 2019, EBOS Group Limited (EBOS) announced that the dividend reinvestment
plan (DRP) will apply in respect of the interim dividend for the half year ended 31 December
2018.

For investors’ information, please find attached a copy of the DRP rules dated 26 August
2014.

If you wish to participate in the DRP or change your existing participation election please
contact EBOS’ share registry, Computershare, for a participation notice at the details below:

Email: DRP@computershare.co.nz
Telephone: +64 9 488 8777
Fax: +64 9 488 8787

Alternatively please log on to www.investorcentre.com/nz to update your participation
election.

If you have not previously elected to participate in the plan and do not wish to participate in
the DRP for the upcoming dividend no action is required.

Participation notices must be received by Computershare no later than 5p.m. NZ time on 18
March 2019.




Janelle Cain
General Counsel
EBOS Group Limited

DIVIDEND
REINVESTMENT
PLAN OFFER
26 AUGUST 2014

EBOS GROUP LIMITED | DIVIDEND REINVESTMENT PLAN OFFER – 1
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1. INTRODUCTION
This document (“Offer Document”) contains the terms and
conditions of the EBOS Group Limited (“EBOS”) Dividend
Reinvestment Plan (“the Plan”). Under the Plan, holders of
ordinary shares in EBOS (“Shareholders”) may elect to reinvest
the net proceeds of cash dividends payable or credited on all
or some of their ordinary shares in EBOS held at any given time
(“Shares”) to acquire further fully paid ordinary shares in EBOS
(“Additional Shares”).
This document is important. Shareholders are advised to
exercise caution in relation to the offer contained in this
Offer Document. If you do not understand it, or are in any
doubt as to how to act, you should contact your solicitor,
accountant or financial adviser.
Further information about EBOS, including its current dividend
policy, can be found in the Investor Information section of its
website at www.ebosgroup.com.
WARNING: The contents of this Offer Document have not been
reviewed, approved or registered by any regulatory authority in
any jurisdiction outside New Zealand and Australia.

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2.3 Ability to Exclude Overseas Shareholders
a) Overseas Shareholders
Subject to clause 2.3(c), EBOS may, in its absolute discretion,
elect not to offer participation under the Plan to Shareholders
whose address is outside New Zealand or Australia if EBOS
considers that to do so would be unduly onerous. The EBOS
Board may, in its sole discretion, amend this policy at any time.
b) Warranty
Any person residing outside New Zealand and Australia who
participates in the Plan through a New Zealand or Australian
resident nominee will be deemed to represent and warrant to
EBOS that they can lawfully participate through their nominee.
EBOS accepts no responsibility for determining whether
a Shareholder is able to participate in the Plan under laws
applicable outside of New Zealand or Australia.
c) Zuellig may participate
For so long as it remains a shareholder, Sybos Holdings Pte
Limited (“Zuellig”) and its related bodies corporate are entitled
to participate in the Plan at a rate which would enable them
to maintain the same aggregate percentage Shareholding as
they held immediately prior to any issue of Additional Shares
pursuant to the Plan.
2.4 Exclusion where Liens over Shares
Any Shares over which EBOS has a lien in accordance with
EBOS’ Constitution or other requirements of law will not be
eligible to participate in the Plan.
2. THE OFFER
2.1 Offer to All Shareholders
Subject to clauses 2.3 and 2.4, EBOS offers to all Shareholders
the right to elect to participate in the Plan.
2.2 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 from time to time.
b) Partial Participation
If you elect partial participation, only the number or percentage
of Shares nominated by you will participate in the Plan. If you
hold less than the nominated number of Shares, then the Plan
will apply to such lesser number of Shares.
c) Non Participation
If you do not wish to participate and you wish to receive all
dividends in cash, you are not required to do anything.

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3. METHOD OF
PARTICIPATION
3.1 Participation Notice
To participate in the Plan a Shareholder must:
a) complete a participation notice in a form provided by EBOS
from time to time (“the Participation Notice”) in accordance
with the instructions on that notice; and
b) forward the completed Participation Notice to EBOS’ share
registrar by post or fax at:
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
Fax: +64 9 488 8787
or such other person or address as EBOS may determine
or by electronic means specified by EBOS from time to time.
3.2 Copies of Participation Notice
Shareholders who subsequently decide that they would like
to participate in the Plan or wish to vary the level of their
participation can request a Participation Notice from the
EBOS share registrar at the address above or by contacting
the registrar at:
Telephone: +64 9 488 8777
Facsimile: +64 9 488 8787
Email: enquiry@computershare.co.nz
3.3 Full participation unless stated otherwise
If the Participation Notice does not indicate the degree of
participation, it will be deemed to be an application for full
participation if it is otherwise correctly completed and signed.
3.4 Participation effective from first Record Date
a) The record date for determining entitlements under the
Plan is 5:00pm on the date fixed by EBOS for determining
entitlements to a dividend (“Record Date”).
b) The last date for receipt of a Participation Notice for a
particular dividend is the first business day (being a day the
NZX Main Board is open for trading) after the relevant Record
Date or such later date as may be set by the Board and advised
to the market (“Election Date”).
c) Participation will be effective as to net proceeds of cash
dividends payable or credited from the first Record Date after
receipt by the EBOS share registrar of a properly completed
Participation Notice or, if your Participation Notice is received
after a Record Date but before 5pm on an Election Date, from
the Record Date immediately preceding that Election Date.
3.5 Participation is personal
A Participation Notice will not attach to the Shares in respect of
which it has been given, but will be personal to the Shareholder
giving it.

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4. ADDITIONAL SHARE
ENTITLEMENT
4.1 Formula for Calculation of Additional Shares
a) The number of Additional Shares to be issued to a
Shareholder who has elected to participate in the Plan
(“a Participant”) in return for reinvesting the net proceeds
of a cash dividend will be calculated in accordance with
the following formula:
N = (PS x D) + B
P
Where:
N is the number of Additional Shares which the Participant
will receive;
PS is the number of Shares in respect of which an
election to participate in the Plan has been made by
the Participant at the Record Date (as determined in
accordance with clause 3.4) (“Participating Shares”);
D is the net proceeds per Share (expressed in cents and
fractions of cents, including any supplementary dividends
in respect of Participating Shares payable to non-resident
Shareholders but excluding any tax credits and after
deduction of any resident and non-resident withholding
(or other) taxes, if any) of cash dividends paid or credited
on that Share by EBOS and which would otherwise
have been paid to the holder of that Share in cash if the
Shareholder had not elected to participate in the Plan;
B is the amount, if any, held to the order of the Participant
under the Plan in accordance with clause 4.1(e) below as
a result of rounding entitlements to Additional Shares when
the Plan last operated.
P 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 5 trading days immediately following the
Record Date. If no sales of Shares occur during those
5 trading days, then the volume weighted average sale
price will be deemed to be the sale price for a Share on
the first price setting trade of Shares which took place after
such trading days as determined by NZX Limited (“NZX”).
b) Any volume weighted average sale price so determined may
be reasonably adjusted by EBOS to allow for any bonus issue
or dividend or other distribution expectation. If, in the opinion
of the Board, any exceptional or unusual circumstances have
artificially affected the volume weighted average sale price
so determined, EBOS 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.
c) The Board may from time to time in its sole and absolute
discretion discount the sale price. In such a case the formula
set out above shall be amended to be:
N = (PS x D) + B
P x (1-A)
Where A is the percentage discount.

EBOS GROUP LIMITED | DIVIDEND REINVESTMENT PLAN OFFER – 9
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d) Where the number of Additional Shares calculated in
accordance with the preceding provisions is not a whole
number, then the number of Additional Shares a Participant
receives will be rounded down to the nearest whole number
of Shares.
e) Any net proceeds per Share as described in the definition
of “D” in clause 4.1(a) above which are not applied to acquire
a part of a Share because of clause 4.1(d) above, shall be held
to the order of the Participant and applied under the Plan on the
Participant’s behalf the next time the Plan operates.
f) Should the Participant:
(i) terminate or cease his or her participation in the Plan,
under clauses 8.3(b) or 8.4 of this Plan; or
(ii) cease to be a shareholder of EBOS,
any amount above NZ$2.00, which at the time is held to the
order of the Participant under clause 4.1(e) above, will be paid
in cash to the Participant (or his or her successor in the event
of cessation of participation due to the Participant’s death) on
the next dividend payment date. Amounts of NZ$2.00 or less
which are held to the order of the Participant at that time shall
be forfeited.
4.2 Share Price Information Publicly Available
EBOS will ensure that, at the time the price for the Additional
Shares is set under clause 4.1, it will have no information that
is not publicly available that would, or would be likely to, have
a material adverse affect on the realisable price of the Shares
if it was publicly available.
4.3 Compliance with laws, listing rules and constitution
a) The Plan will not operate in relation to a dividend to the
extent that the allotment or issue of Additional Shares under
the Plan would breach any applicable law, any applicable listing
rules (“Listing Rules”) or any provision of EBOS’ Constitution.
b) If and to the extent that the Plan does not operate for such
reason in respect of a Participant’s Participating Shares, the
relevant dividend on the Participating Shares will, until such
time as the issue is resolved, be paid or distributed in the
same manner as to Shareholders not participating in the Plan.
5. OPERATION OF THE PLAN
5.1 Direction to apply dividend proceeds
By accepting this offer, each Participant directs EBOS to apply
the net proceeds of every cash dividend to which the Plan
applies payable or credited on the Participating Shares held
by the Participant on the relevant dividend’s Record Date
as payment for the Additional Shares to be issued to the
Participant, in accordance with the Plan.
Such direction shall continue until the Participant or EBOS
terminates the Participant’s participation in the Plan in
accordance with these terms and conditions and shall not
apply during any period which EBOS suspends the Plan
or after EBOS has terminated the plan.
Notice of termination of, or variation in, participation in the Plan
must be received prior to 5pm on the relevant Election Date
(New Zealand time) to be effective for a particular dividend.
5.2 Issue of Additional Shares
EBOS will, on the day that a Participant would otherwise
have been paid a dividend, issue the Additional Shares
to that Participant in accordance with clause 4.
5.3 Terms of Issue and Ranking of Additional Shares
Additional Shares issued to Participants under the Plan will be
issued 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 issued
to Participants under the Plan will, from the date of issue, rank
equally in all respects with each other and with all other Shares
of EBOS on issue as at that date.

EBOS GROUP LIMITED | DIVIDEND REINVESTMENT PLAN OFFER – 11
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6. SOURCE OF
ADDITIONAL SHARES
Additional Shares to be acquired by Participants under the Plan
may, at the Board’s discretion, be:
a) new Shares issued by EBOS;
b) existing Shares acquired by EBOS or a nominee or agent
of EBOS and transferred to Participants; or
c) any combination of (a) and (b) above.
7. STATEMENT
TO PARTICIPANTS
Subject to clauses 2.3 and 2.4, EBOS will send to each
Participant within five business days after each issue of
Additional Shares pursuant to the Plan, a statement detailing
in respect of that Participant:
a) the number of the Participating Shares of the Participant
as at the relevant Record Date;
b) the amount of the cash dividend reinvested in respect of
Participating Shares, and the amount paid in respect of Shares
not nominated for participation in the Plan (if applicable);
c) the amount of any tax deductions or withholding taxes
in respect of the cash dividend;
d) the issue price and number of Additional Shares issued
under the Plan;
e) advice as to the amount of any imputation or other taxation
credit in respect of the cash dividend; and
f) such other matters required by law with respect to
dividends and/or reinvestment.
8. TERMINATION,
SUSPENSION AND
MODIFICATION
8.1 The Board’s discretion
The Board of EBOS may, in its sole discretion, at any time:
a) terminate, suspend or modify the Plan. If the Plan is
modified, then a Participation Notice will be deemed to be
a Participation Notice under the Plan as modified unless
that Participation Notice is withdrawn by the Participant in
accordance with clause 8.3; or
b) resolve that participation will not apply to the whole
or part of any dividend and that the applicable part will
be paid in cash; or
c) resolve that in the event of the subdivision, consolidation
or reclassification of the Shares into one or more new classes
of shares, that a Participation Notice will be deemed to be
a Participation Notice in respect of the shares as subdivided,
consolidated or reclassified unless such Participation Notice
is subsequently changed or withdrawn by the Participant; or
d) resolve that a Participation Notice will cease to be of any
effect; or
e) determine that Additional Shares will be issued at
a discount to the market price of Shares, in accordance
with clause 4.1.

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8.2 Notice
a) Notice of any termination, modification or suspension
of the Plan under clause 8.1(a) will be given to you.
b) Notwithstanding clause 8.2(a), EBOS may at any time,
without the need of any notice:
(i) terminate, modify or suspend the Plan to comply with
the Listing Rules, any applicable law, or any provision of
EBOS’ constitution; and
(ii) make minor amendments to the Plan where such
amendments are of an administrative or procedural nature.
8.3 Variation or Termination by a Participant
A Participant may at any time:
a) increase or decrease the number or percentage of
Participating Shares by completing and sending a new
Participation Notice to the EBOS share registrar; or
b) terminate the Participant’s participation in the Plan by
written notice to that effect to the EBOS share registrar.
Such variation or termination will take effect from the first
Record Date after receipt by the EBOS share registrar of the
new Participation Notice or the written termination notice, as the
case may be. However, if the new Participation Notice or written
termination notice is received after a Record Date but before
5pm on the Election Date, such variation or termination will take
effect from the Record Date immediately preceding that Election
Date. Written notice of the variation or termination should be
sent to the EBOS share registrar at the address above.
8.4 Death of Participant
If a Participant dies, participation by that Participant will cease
from the first Record Date after receipt by the EBOS share
registrar of a notice of death in a form acceptable to EBOS.
However, if the notice of death is received after a Record
Date but before 5pm on an Election Date, participation by
that Participant will cease from the Record Date immediately
preceding that Election Date. Death of one of two or more joint
Participants will not automatically terminate participation.
9. REDUCTION OR
TERMINATION OF
PARTICIPATION WHERE
NO NOTICE GIVEN
9.1 Dispositions where Partial Participation
Where a Participant in respect of some but not all of its Shares,
disposes of some of its Shares then, unless the Participant
notifies EBOS otherwise in writing:
a) the Shares disposed of will be the Participant’s non-
participating Shares; and
b) if the number of Shares disposed of is greater than the
number of the Participant’s Shares not nominated for participation
in the Plan, the Participant will be deemed to have terminated
its participation in the Plan in respect of all remaining Shares
held by that Participant from the date EBOS registers a transfer
of those Shares.
9.2 Partial Dispositions where Full Participation
If a Participant with full participation disposes of part of its holding
of Shares without first giving the EBOS share registrar written
notice terminating the Participant’s participation in the Plan, the
Participant will be deemed to have terminated its participation
in the Plan with respect to the Shares disposed of by it from
the date EBOS registers a transfer of those Shares.
9.3 Dispositions of all Shares
If a Participant disposes of all of its holding of Shares without
first giving the EBOS share registrar written notice terminating
the Participant’s participation in the Plan, the Participant will
be deemed to have terminated its participation in the Plan
from the date EBOS registers a transfer of those Shares.

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10. TAXATION
For New Zealand and Australian tax purposes, shareholders
who reinvest the net proceeds of their cash dividends to
acquire further Shares via participation in the Plan should be
treated in the same way as if they had not participated. This
means that Shareholders who participate in the Plan should
derive dividend income of the same amount that they would
have derived had they not participated. The taxation summary
above is based on New Zealand and Australian taxation laws
as at the date of this Offer Document and is, of necessity,
general. It does not take into account the circumstances of
individual Shareholders and the specific tax consequences to
them of participation or non-participation in the Plan, which
may vary considerably. Shareholders (both New Zealand and
non-resident Shareholders) should not rely on this general
summary but should seek their own tax advice. EBOS does not
accept any responsibility for the financial or taxation effects of a
Shareholder’s participation or non-participation in the Plan.
11. COSTS
There are no charges for participation or withdrawal from
the Plan. No brokerage costs will be incurred on the issue
of Additional Shares.
12. STOCK EXCHANGE
LISTING
The Plan is subject to the Listing Rules and in the event
of any inconsistency between the Plan and the Listing Rules,
the Listing Rules will apply.
13. INFORMATION
FOR AUSTRALIAN
SHAREHOLDERS
The offer of Additional Shares under the Plan does not require
disclosure for the purposes of section 706 of the Corporations
Act 2001 (Cth.)
Australian resident Shareholders should note that EBOS
is not licensed to provide financial product advice in relation
to the Additional Shares offered under the Plan, and this
Offer Document does not constitute financial product advice.
Shareholders should contact their professional advisers
if they have questions about how the Plan will apply to them.
There is no cooling-off regime that applies in respect of the
issue of Shares under the Plan.

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14. GOVERNING LAW
This Offer Document and the Plan, and its operation,
will be governed by the laws of New Zealand.
15. OTHER INFORMATION
A copy of EBOS’ most recent Annual Report, and financial
statements are available to Shareholders free of charge by
writing to:
The Company Secretary
EBOS Group Limited
108 Wrights Road
P O Box 411
Christchurch
or an electronic copy can be downloaded from EBOS’ website
www.ebosgroup.com.

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