CDI: Amendments to Dividend Reinvestment Plan

CDL INVESTMENTS NEW ZEALAND LIMITED
13 February 2020


Dear Shareholder,

AMENDMENTS TO DIVIDEND REINVESTMENT PLAN

The Board of CDL Investments New Zealand Limited (CDI) advises shareholders that it has made
certain minor amendments to the terms of CDI’s Dividend Reinvestment Plan (the DRP).

The amendments were made following a recent change to the NZX Listing Rules. That change
requires the final election date for investor participation in a dividend reinvestment plan to be at least
one business day after the record date for the relevant dividend payment. CDI’s DRP offer document
(the DRP Document) has therefore been updated to provide for the final election date for investor
participation in the DRP to be one business day after the record date for the relevant dividend
payment.

In addition, CDI has taken the opportunity to make certain other minor amendments to the DRP
Document (including to provide for online elections).

A copy of the updated DRP Document can be viewed via CDI’s website at
https://cdlinvestments.co.nz/corporate_profile and also on NZX’s website under CDI’s announcements
page at https://www.nzx.com/companies/CDI/announcements.

If you have participated in the DRP in the past, you will not need to take any action. Elections to
participate in CDI’s previous DRP will continue to have effect.

What is the DRP?

For shareholders who are not aware of the DRP, the DRP provides a convenient way for shareholders
to reinvest all (not part only) of their cash dividend in additional fully-paid ordinary shares in CDI.
There is no brokerage or commission payable on these new shares.

Participation in the DRP is optional. If you elect to participate in the DRP you will receive your entire
cash dividend entitlement in additional fully-paid ordinary shares in CDI.

You may opt in or out of the DRP at any time by providing CDI’s share registrar with either:

• a completed participation notice (including by completing an online election at
www.investorcentre.com/nz); or

• written notice of your intention to withdraw from the DRP.

A copy of the DRP Document and the participation notice is available on CDI’s website at
htps://cdlinvestments.co.nz/corporate_profile.

If you have any questions, or are in doubt as to how to act, you should consult your financial adviser.

CDL INVESTMENTS NEW ZEALAND LIMITED
Further information

Should you have any queries regarding your shareholding in CDI or the DRP, please contact our
share registrar, Computershare Investor Services, on +64 9 488 8777 or by e-mail at
enquiry@computershare.co.nz. If you have any questions as to how to act, you should consult your
financial adviser.




Yours sincerely,
CDL INVESTMENTS NEW ZEALAND LIMITED




Colin Sim
Chairman

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Level 13, 280 Centre, 280 Queen Street,
P. O. Box 3248, Auckland 1140, New Zealand
Ph (09) 353 5005 Fax (09) 309 3244 Email: admin@cdli.co,nz
S T O C K E X C H A N G E A N N O U N C E M E N T

Date 13 February 2020

Subject AMENDMENTS TO DIVIDEND REINVESTMENT PLAN


CDL Investments New Zealand Limited (NZX: CDI) advises that it has made certain minor
amendments to the terms of CDI’s Dividend Reinvestment Plan (the DRP).

The amendments were made following a recent change to the NZX Listing Rules. That change
requires the final election date for investor participation in a dividend reinvestment plan to be at least
one business day after the record date for the relevant dividend payment. CDI’s DRP offer document
(the DRP Document) has therefore been updated to provide for the final election date for investor
participation in the DRP to be one business day after the record date for the relevant dividend
payment.

In addition, CDI has taken the opportunity to make certain other minor amendments to the DRP
Document (including to provide for online elections).

A copy of the updated DRP Document incorporating the amendments is attached to this
announcement, along with a letter sent today to shareholders in relation to the amendments.

Existing participants in the DRP do not need to take any action as a result of these amendments, as
their participation in the DRP will continue.

Eligible shareholders may opt in or out of the DRP at any time by either:

• providing CDI’s share registrar (Computershare) with a completed participation notice
(available from CDI’s website) or by completing an online election at
www.investorcentre.com/nz; or

• giving written notice of intention to withdraw from the DRP.

---

CDL Investments New Zealand
Limited

Dividend Reinvestment Plan












Offer Document

KEY FEATURES


Shares in place of cash dividends

The CDL Investments New Zealand Limited (“CDLI”) Dividend
Reinvestment Plan (“Plan”) provides holders of Shares with an
opportunity to invest the cash dividend payable on their Shares in
additional fully paid Shares.

This is a convenient method of increasing your investment by acquiring
further Shares free of brokerage charges.
Eligibility

All holders of CDLI Shares are eligible to participate in the Plan, other
than Shareholders who are resident outside New Zealand and who are
excluded by the Board to avoid a risk of breaching the laws of the
relevant overseas country. Application of the Plan to any dividend,
which may be declared by the Board, will be at the absolute discretion
of the Board. Participation in the Plan is entirely optional.

Full Participation

Participation in the Plan requires full participation. If you elect to
participate, participation in the Plan will apply to all your Shares which
are subject to a cash dividend. Participation in the Plan will apply to all
future dividends on your Participating Shares (unless you withdraw
from the Plan).

If you do not want to participate and you wish to receive future
participating dividends in cash you are not required to do anything.


Shares at or below market price

The Board will fix the price at which additional Shares are to be issued
under the Plan. This price may be at, or at a discount to, the market
price (as determined by clause 6 of the Terms and Conditions). No
brokerage costs will be incurred.

Details of your Entitlement

If you elect to participate in the Plan and you have Participating
Shares, details of your total entitlement and the number of additional
Shares issued or transferred to you under the Plan will be sent to you
immediately after each dividend payment.

Shares rank equally and may be sold

Shares issued under the Plan will rank equally in all respects with
existing Shares of the Company and can be sold at any time subject to
the Company’s constitution and legislative requirements.

Flexible joining and withdrawal arrangements

Holders of Shares can join the Plan or withdraw from the Plan at any
time.

SHAREHOLDER OPTIONS


Under the Dividend Reinvestment Plan, Shareholders have two
options. Shareholders may elect to either:

1. Participate and reinvest participating dividends in additional
Shares of the Company; or
2. Choose not to participate and continue to receive dividends in
cash.

If having read this Offer Document and accompanying
information you choose to participate in the Plan you must
complete the enclosed Participation Notice and send it to Share
Registrar.
HOW TO PARTICIPATE


Participation Notice

In order to participate in the Plan a Shareholder must complete the
Participation Notice enclosed in accordance with the instructions on that
notice or make an online election by:

• Online Election: electing to participate in the Plan online at
www.investorcentre.com/nz. ; or

• Participation Notice: by completing a Participation Notice and
returning it to the Share Registrar using the postage paid envelope
provided.

By electing to participate in the Plan, you agree that the Terms and
Conditions of the Plan will apply to your total holding of Shares, both
now and in the future.

Shareholders may download the Participation Notice and Offer
Document from the CDLI website at
https://cdlinvestments.co.nz/ or
request a Participation Notice and Offer Document from the Share
Registrar.

When Participation becomes effective

A properly completed Participation Notice will need to have been
received by the Share Registrar prior to 5.00pm (NZ time) on the
Business Day after the relevant Record Date in order for participation to
be effective as to dividends payable in relation to that Record Date.

Withdrawing from the Plan

Participating Shareholders may withdraw from the Plan at any time by
giving written notice to the Share Registrar.

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TERMS AND CONDITIONS
1.
1.1.
1. Introduction
The Board has approved the adoption of the CDL Investments
New Zealand Limited Dividend Reinvestment Plan. The Plan,
which supercedes all earlier dividend reinvestment plans,
enables Shareholders to elect to participate in the Plan and
invest the cash dividend payable on all their Shares to acquire
additional fully paid Shares of the Company. The Terms and
Conditions of the Plan (the “Terms and Conditions”) as
determined by the Board are set out below.
Words defined on page 3 of this Offer Document have the
same meaning in these Terms and Conditions.
2.
2.2.
2.
Participation in the Plan
2.1. Participation in the Plan is optional and open to all
Shareholders holding Shares in the Company. Participation
may, subject to the restrictions and procedures provided for in
these Terms and Conditions, be terminated at any time.
2.2. Normal cash dividend payments will be made to those
Shareholders not participating in the Plan.
3.
3.3.
3.
Participation Notice
3.1. Any shareholder holding Shares in the Company is eligible to
participate in the Plan and may elect to become a Participant.
3.2. Election to participate in the Plan must be made on the
prescribed Participation Notice, which accompanies this Offer
Document.
3.3. Participation will be effective as to dividends after receipt by
the Share Registrar of a correctly completed Participation
Notice (but subject to the next sentence). A properly completed
Participation Notice must be received by the Share Registrar
prior to 5.00pm (NZ time) on the Business Day after the
relevant Record Date in order for participation to be effective
as to dividends payable on that Record Date.
4.
4.4.
4.
Degree of Participation
4.1. As the Plan requires full participation, these Terms and
Conditions will apply to all dividends payable in respect of all
the Participant’s Shares of the Company from time to time,
registered in the Participant’s name.
4.2. A Participation Notice will not be transferable with the Shares
in respect of which it has been given but will be personal to
the Shareholder giving it.
4.3. Any Shares over which the Company has a lien in accordance
with the Constitution or other requirements of law will not be
eligible to participate in the Plan.
5.
5.5.
5.
Operation of the Plan
5.1. Each Participant is deemed to have directed the Company to
apply the cash dividend, if any, that is available for payment in
respect of the Participant’s Shares in the Company at the
Record Date as payment for the Shares to be issued under the
Plan. Each Participant is deemed to have subscribed for the
number of Shares determined in accordance with clause 6 of
these Terms and Conditions.
5.2. The Board will, on the day that a Participant would otherwise
have been paid a cash dividend on Participating Shares, either
issue new Shares or arrange the transfer of existing Shares to
the Participant.
5.3. Additional Shares acquired by the Participant under the Plan
will, from the date of allotment, rank equally in all respects with
all other fully paid Shares in the Company.
5.4. Additional Shares acquired by the Participant under the Plan
will be registered on the Register where the Participant already
holds Shares in the Company.
6.
6.6.
6.
Additional share Entitlement
6.1. The number of Shares credited as fully paid to be acquired by
a Participant under the Plan will be calculated in accordance
with the following formula:

p
DPS
N
×
=

Where:
N is the number of additional Shares of the Company that will
be acquired by a Participant,
PS is the number of Participating Shares of the Company
registered in the name of the Participant at the Record Date,
D is the net remittance, including any tax refunds and after
deduction of any New Zealand or other withholding taxes
(expressed in cents and fractions of cents) per share of the
Company, which would otherwise have been payable to the
Participant if a Participation Notice had not been given or
deemed to have been given by the Participant; and
p is the weighted average sale price (expressed in cents and
fractions of cents), for the Shares of the Company sold on the
NZX Main Board on each of the first five Business Days
immediately following the Record Date, discounted by a
percentage that represents the discount (if any) determined by
the Board.
6.2. If no sales of Shares of the Company occur during such period
then the weighted average sale price will be deemed to be the
sale price for a Share of the Company on the first sale of the
Shares of the Company which took place after such days as
determined by NZX.
6.3. Any weighted average sale price so determined may be
reasonably adjusted by the Board to allow for any bonus or
dividend or other distribution expectation. If in the opinion of
the Board, any exceptional or unusual circumstances have
artificially affected the weighted average sale price so
determined, the Board may make such adjustment to that sale
price as it considers reasonable.
6.4. Where the number calculated in accordance with the preceding
formula includes a fraction, then the number of Shares to be
acquired by a Participant will be the nearest whole number. If
such fraction is exactly one half, that number of Shares will be
rounded up to the next whole number.
6.5. The Board shall ensure that, at the time the price of the Shares
allocated to Shareholders under the Plan is set, the Company
has 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 were publicly
available.
7.
7.7.
7.
Statements to Participants
The Company will send to each Participant, on each dividend
payment date, a statement detailing in respect of that
Participant:
(a) the amount of cash dividend used to subscribe for the
Shares and the amount paid in respect of
Participating Shares;
(b) the amount of any taxation deduction;
(c) the value and number of Shares acquired under the
Plan; and
(d) advice as to the amount of any taxation credits.
8.
8.8.
8. No Costs to Participants
No brokerage or commission costs will be payable by a
Participant in respect of the acquisition of Shares under the
Plan.
9.
9.9.
9. 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 the Company; or
(b) existing Shares acquired by a nominee or agent of
the Company; or
(c) existing Shares acquired by the Company by means
of a share repurchase; or
(d) any combination of (a), (b) and (c) above.
Any Share repurchase will be subject to the requirements of
the Constitution and other applicable laws and stock exchange
requirements.
10.
10.10.
10.
Participation and Termination of Participation
10.1. A Shareholder may, at any time, by completing and sending to
the Share Registrar, a new Participation Notice, elect to
participate in full in the Plan, or by written notice to the Share
Registrar, terminate participation in the Plan.
10.2. Such participation or termination will take effect immediately
upon receipt by the Share Registrar of a Participation Notice or
such other written notice of termination of participation.
10.3. If a Participant dies, participation by that Shareholder will be
terminated upon receipt by the Company of a notice of death
in a form acceptable to the Company. Death of one of two or
more joint holders will not automatically terminate participation.
11.
11.11.
11.
Termination of Participation where no notice is given
11.1. If a Participant disposes of part of his or her shareholding without
giving the Share Registrar written notice of termination of participation,

4


the Participant will be deemed to have terminated his or her
participation in the Plan with respect to the disposed Shares
from the date the Company registers a transfer of such
Shares.

If a Participant disposes of all of his or her Shares without
giving the Share Registrar written notice of termination of
participation, the Participant will be deemed to have terminated
his or her participation in the Plan from the date the Share
Registrar registers a transfer of such Shares.
12.
12.12.
12.
The Board’s Discretion
12.1. The Board may at any time and from time to time in its sole
discretion resolve:
(a) the price at which additional Shares are to be issued
or acquired (including whether the price will contain a
discount to market price);
(b) that participation in the Plan will be suspended or will
not apply to the whole or a part of any dividend and
that the dividend or the balance of the dividend (as
the case may be) will be paid in cash;
(c) that a Participation Notice will cease to be of any
effect;
(d) that a holder of Shares who is resident outside New
Zealand is not eligible to participate in the Plan in
accordance with its terms; and
(e) that the Terms and Conditions of the Plan be
modified or terminated. If the Plan is modified, then a
Participation Notice will be deemed to be a
Participation Notice under the Plan as modified unless
such Participation Notice is subsequently withdrawn
by the Participant.
12.2. Notice of any modification or termination will be given to all
Participants.
12.3. However, no such modification or termination will be made
during the period commencing on a date 21 days before a
Record Date for the purposes of determining entitlement to a
dividend and ending on the date of payment of that dividend.
13.
13.13.
13.
Stock Exchange Listing
The Company will apply for quotation of the Shares which may
be issued under the Plan on the NZX Main Board. It is
expected that such Shares will be quoted on the NZX Main
Board on the completion of allotment procedures. However,
NZX accepts no responsibility for any statement in this Offer
Document.
14.
14.14.
14. Taxation

14.1. The taxation summary set out in this clause 14 is general. It
does not take account of 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 should not seek to rely on this
general summary but should seek their own tax advice. The
Company does not accept any responsibility for the financial or
taxation effects of an eligible Shareholder's participation or
non-participation in the Plan.

14.2. The statements below in relation to taxation are based on
current New Zealand taxation laws at the date of this Offer
Document, and, as such, are subject to any change in New
Zealand taxation laws.

14.3. For tax purposes, Shareholders will be treated as receiving a
dividend from the Company which is then applied to purchase
or subscribe for additional Shares.

14.4. The full amount of the dividend, together with the amount of
any attached imputation credits, will be taxable to the New
Zealand resident Shareholders at their respective
marginal tax
rates. Imputation credits attached to the dividend can be used
to reduce the New Zealand resident Shareholder’s tax liability
on the dividend.
14.5. The Company will withhold resident withholding tax from the dividend
treated as being received by New Zealand resident Shareholders if the
dividend is not fully imputed. New Zealand resident shareholders will
be allowed a credit for the amount of resident withholding tax
deducted, which may be used to reduce their tax liability on the
dividend.
14.6. For non-resident shareholders, the Company will withhold non-resident
withholding tax from the dividend at the appropriate rate and may pay
supplementary dividends where possible to mitigate the effect of the
withholding. The rate of non-resident withholding tax may be limited to
15% or less under an applicable Double Tax Agreement.

15.
15.15.
15. Available Information
A copy of the Company’s most recent annual report and
financial statements (and the auditor’s report on those financial
statements) complying with the Financial Markets Conduct Act
2013 are available free of charge by request to:

CDL Investments New Zealand Limited
PO Box 3248
Auckland
New Zealand
Phone: (09) 913 8077

You may also obtain a copy of the Company’s most recent
annual report and financial statements by electronic means
from CDLI’s website at
www.cdlinvestments.co.nz.
16.
16.16.
16. Governing Law
The Plan and its operation and these Terms and Conditions
are governed by the laws of New Zealand.
DEFINITIONS
The following words have these meanings in this Offer Document:
Board The Board of Directors of the Company.
Business Day Has the meaning given to that term in the listing rules
that apply from time to time in relation to an issuer listed on the NZX
Main Board.

Company CDL Investments New Zealand Limited.
Constitution The Constitution of the Company.
Group The Company and its subsidiaries.
NZX Main Board The main board equity security market operated by
NZX.

NZX NZX Limited.
Participant Any eligible holder of Shares who has completed (and has
not withdrawn) a Participation Notice which has been accepted by the
Board.
Participating Share A Share registered in the name of a Participant,
the dividends in respect of which are subject to the Plan.

Plan The CDLI Dividend Reinvestment Plan established by the Board
pursuant to the Constitution on the Terms and Conditions set out in
this Offer Document, as amended from time to time.
Record Date 5pm on the date fixed by the Board for determining
entitlements to a dividend.

Share Registrar The person appointed as share registrar of the
Company from time to time.
Shares Any ordinary Shares in the Company.
Shareholders Holders of Shares.
This Offer Document is dated 7 April 2010 (as amended from time to time).