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Dividend Reinvestment Plan – Interim Dividend

Dividend3 March 2020FRWIndustrials

NZX Announcement

3 March 2020

Dividend Reinvestment Plan – Interim Dividend

Freightways Limited (Freightways) advises that further to its announcement on 24 February 2020 in

respect of the upcoming interim dividend for the year ended 30 June 2020, the discount that will apply

for those shareholders electing to participate in the dividend reinvestment plan (DRP) has been set at 3%.

Freightways also expects that any shortfall in take up under the DRP in respect of that interim dividend

will be underwritten. A revised Distribution Notice is attached.


The DRP will only be available for registered shareholders in Australia and New Zealand. Attached are

the following documents being sent to the shareholders in those jurisdictions:

- Letter to shareholders without existing DRP instructions, offering them the opportunity to

participate in the DRP;

- Letter to shareholders with existing DRP instructions with the share registrar, offering them the

opportunity to change those instructions;

- The DRP plan offer document, recently aligned to the current NZX Listing Rules, and

- The Participation Notice.

These documents can also be accessed on Freightways’ website at:

https://www.freightways.co.nz/share-information/dividend-reinvestment-plan/



For further information please contact:


Mark Troughear

Chief Executive Officer

Freightways Limited

Ph: +64 (9) 571 9672

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Distribution Notice




Please note: all cash amounts in this form should be provided to 8 decimal places


Section 1: Issuer information

Name of issuer Freightways Limited

Financial product name/description Fully Paid Ordinary Shares

NZX ticker code FRE

ISIN (If unknown, check on NZX

website)

NZFREE0001S0

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year Quarterly

Half Year X Special

DRP applies X

Record date 13 March 2020

Ex-Date (one business day before the

Record Date)

12 March 2020

Payment date (and allotment date for

DRP)

1 April 2020

Total monies associated with the

distribution

1


$ 23,319,000

Source of distribution (for example,

retained earnings)

Current earnings for the year ending 30 June 2020

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.20833333

Gross taxable amount

3

$0.20833333

Total cash distribution

4

$0.15000000

Excluded amount (applicable to listed

PIEs)

$-

Supplementary distribution amount $0.02647059

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.

If fully or partially imputed, please
state imputation rate as % applied

6


28%

Imputation tax credits per financial

product

$0.05833333

Resident Withholding Tax per

financial product

$0.01041667

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

3%

Start date and end date for

determining market price for DRP

16/03/2020 20/03/2020

Date strike price to be announced (if

not available at this time)

23/03/2020

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

New issue

DRP strike price per financial product

To be determined as the volume weighted average

share price over the period from 16-20 March 2020,

inclusive.

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

16/03/2020

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Mark Royle

Contact person for this

announcement

Mark Royle

Contact phone number (09) 571 9670

Contact email address Mark.royle@freightways.co.nz

Date of release through MAP


03/03/2020






6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

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1







2 March 2020

Dear Shareholder

FREIGHTWAYS LIMITED - DIVIDEND REINVESTMENT PLAN

The Board of Freightways Limited is pleased to advise that it is offering shareholders access to the

Company’s existing dividend reinvestment plan (the Plan) for the upcoming interim dividend in respect of

the year ended 30 June 2020. Under the Plan, shareholders may elect to reinvest all or part of their cash

dividends in additional Freightways shares. Details of the Plan and a Participation Notice are enclosed for

your information and use, if required.

The Plan provides a convenient method for reinvesting all or part of your dividends in additional

Freightways shares free of brokerage charges. The Board has determined that, for the time being, all

shareholders residing in New Zealand and Australia are eligible to elect to participate in the Plan.

As noted above, the Plan will apply to the interim dividend for the financial year ended 30 June 2020, that is

payable on 1 April 2020. The Board has determined that shares issued under the Plan in respect of the 2020

interim dividend will be issued at a discount of 3% to the Volume Weighted Average Price (VWAP) of

Freightways shares over the 5 business days following the Record Date of 13 March 2020. The Board will

advise shareholders of the price of shares to be issued under the Plan in respect of the 2020 interim dividend

on 23 March 2020.

The Board will determine whether the Plan will apply to future dividends, and whether shares issued under

the Plan in respect of future dividends will be issued at a discount, at the time future dividend payments are

determined.

If you elect to participate in the Plan, please complete the enclosed Participation Notice and return it to

Freightways’ Share Registrar, Computershare Investor Services Limited. The Participation Notice can be

returned at any time, however, in order to participate in the Plan for the 2020 interim dividend which is

payable on 1 April 2020, your completed and signed Participation Notice must be received by Freightways'

Share Registrar not later than 5.00pm New Zealand time on Monday 16 March 2020.

If you would like to continue to receive all of your dividend payments in cash, then do nothing and you will

receive the 2020 interim dividend and all future dividend payments by cheque or direct credit unless you

elect to participate in the Plan at a later date.


2


Please read the enclosed information thoroughly as it describes the Plan and its terms and conditions. If you

have any questions, please contact Computershare Investor Services Limited, Private Bag 92119, Auckland

1142, New Zealand, or your investment adviser.

Yours sincerely




Mark Verbiest

Chairman

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4017762 v1











FREIGHTWAYS LIMITED


DIVIDEND REINVESTMENT PLAN


21 February 2020


































This is an important document. If you have any questions in relation to the Dividend Reinvestment

Plan, please consult your financial adviser.



4017762 v1

CONTENTS




Key Features 1

Terms and Conditions 4

Glossary 10

Directory 11


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KEY FEATURES


About the Dividend Reinvestment Plan

The Plan provides Shareholders with the opportunity to reinvest dividends into Freightways Shares.

This provides Shareholders with the benefit of being able to acquire Additional Shares in

Freightways without the payment of brokerage, commissions or other transaction costs. In addition,

Shares issued under the Plan may be issued at a discount to the trading price of the Shares on the

NZX Main Board.

Eligibility

Participation in the Plan is optional and is open to all Shareholders except:

 where Freightways elects not to offer participation under the Plan to Shareholders whose

address is outside New Zealand or Australia if Freightways considers that to do so would

risk breaching the laws of places outside New Zealand or Australia or if it would be

unreasonable having regard to the associated costs of ensuring that the laws of those

places are complied with; and

 to the extent Freightways has a lien or charge over the shares of a Shareholder in

accordance with Freightways’ Constitution or other requirements of law.

Options for participation

Participation in the Plan is optional. If you wish to participate in the Plan, you may choose one of

the following options for participation:

 Full participation, which means that all of your Shares (held both now and in the future) will

participate, including additional Shares purchased and issued under the Plan.

 Partial participation, which means a number of Shares nominated by you will participate in

the Plan.

If you do not wish to participate in the Plan, you are not required to do anything and you will continue

to receive your dividends in cash.

To participate in the Plan you must complete the Participation Notice which accompanies this Offer

Document in accordance with the instructions on that notice and in accordance with the Plan terms

and conditions.

Timing of participation

Following receipt of a Participation Notice, participation in the Plan will commence from the next

Record Date. Participation in the Plan will then remain effective for all dividends to which the Plan

applies until:

 you alter your participation by lodgement of a new Participation Notice; or

 you terminate your participation by lodgement of written notice with the Share Registrar to

this effect; or

 you cease to hold the Shares you have elected to participate in the Plan; or

 the Plan is suspended or terminated by Freightways at its discretion.

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4017762 v1

Additional Share entitlement

Your entitlement to new Shares under the Plan will be calculated in accordance with the following

formula:

Participating Shares x net dividend payable

price of Additional Shares determined by Freightways


The net dividend used in the calculation is after deducting any resident or non-resident

withholding (or other) taxes, if any, applicable to that dividend.


The price determined by Freightways will be based on the volume weighted average sale price at

which Shares are sold through the NZX Main Board over a period of five trading days immediately

following the ex-dividend date, which is the day before the Record Date for the relevant dividend,

and may, in the discretion of Freightways, be less a discount (if any) as determined by the Board

from time to time.

For a full explanation of the price at which the Shares will be issued under the Plan, refer to the

Plan terms and conditions.

Allocation of Shares

The Additional Shares will be issued on the date that the relevant dividend is paid and will rank

equally in all respects with all other Shares.

Quotation of Shares issued under the Plan

The Additional Shares have been accepted for listing by NZX and will be quoted upon completion

of allotment procedures on the NZX Main Board. However, NZX accepts no responsibility for any

statement in this document. Shares can be sold or transferred at any time following allotment.

Changes Freightways may make to the Plan

Freightways may at any time, and from time to time, determine:

 that the Plan be terminated, suspended or modified; or

 that participation in the Plan shall not apply in whole or in part to any dividend; or

 that a Participation Notice shall cease to be of any effect; or

 that the Additional Shares may be issued at a discount to the market price of Shares;

 that Shareholders in specific jurisdictions outside New Zealand and Australia may

participate in the Plan; or

 that the Plan may be underwritten on such terms agreed between Freightways and an

underwriter.

Freightways will provide Participants with prior written notice if any of the above changes to the

Plan are to occur.

Further information

The information above is a summary of the Plan only and should be read in conjunction with the

Plan terms and conditions. In the event of any conflict between this summary of the Plan and the

Plan terms and condition, the Plan terms and conditions will prevail.




If you have any enquiries or require further information about the Plan, please contact the Share

Registrar. Further information about Freightways, including its current dividend policy, can be

found on its website at www.freightways.co.nz.

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4017762 v3

TERMS AND CONDITIONS

1. INTRODUCTION

1.1 This Offer Document contains the terms and conditions of the Freightways Limited

(Freightways) Dividend Reinvestment Plan (the Plan). Under the Plan, Shareholders may

elect to reinvest the net proceeds of cash dividends payable or credited on all or some of

their Shares to acquire Additional Shares.

1.2 These terms and conditions are issued in compliance with the dividend reinvestment plan

exclusion in clause 10 of Schedule 1 to the Financial Markets Conduct Act 2013.

2. THE OFFER

2.1 Offer to All Shareholders: Subject to clauses 2.3 and 2.4, Freightways offers to all

Shareholders the right to elect to participate in the Plan. Freightways will give Shareholders

a reasonable opportunity to accept 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 of Shares

nominated by you will participate in the Plan.

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

dividends in cash you are not required to do anything.

2.3 Ability to Exclude Overseas Shareholders

(a) Overseas Shareholders: Freightways may, in its absolute discretion, elect not to

offer participation under the Plan to Shareholders whose address is outside New

Zealand or Australia if Freightways considers that to do so would risk breaching the

laws of places outside New Zealand or Australia or if it would be unreasonable

having regard to the associated costs of ensuring that the laws of those places are

complied with. The Board may, in its sole discretion, elect to 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 Freightways that they can lawfully

participate through their nominee. Freightways accepts no responsibility for

determining whether a Shareholder is able to participate in the Plan under laws

applicable outside of New Zealand or Australia.

2.4 Exclusion where Liens or Charges over Shares: Any Shares over which Freightways has

a lien or charge in accordance with Freightways’ Constitution or other requirements of law

will not be eligible to participate in the Plan.

3. METHOD OF PARTICIPATION

3.1 Participation Notice: To participate in the Plan a Shareholder must:

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4017762 v3

(a) complete the Participation Notice which accompanies this Offer Document in

accordance with the instructions on that notice; and

(b) forward the completed Participation Notice to:

Freightways Limited Share Registrar

C/- Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Private Bag 92119

Auckland 1142

NEW ZEALAND

or such other person or address as Freightways may determine.

(c) Shareholders who subsequently decide that they would like to participate in the Plan

can request a Participation Notice from Freightways’ Share Registrar at the address

above.

(d) If the Participation Notice does not indicate the degree of participation or indicates

a degree of participation in excess of the number of Shares then held by that

Shareholder, it will be deemed to be an application for full participation if it is

otherwise correctly completed and signed.

3.2 Holder Number and Common Shareholder Number (CSN): A separate Participation

Notice must be given by a Shareholder in respect of each holding of Shares identified by a

separate Holder Number or CSN.

3.3 Time when Participation Effective: Participation will be effective as to net proceeds of

cash dividends payable or credited at 5.00pm New Zealand time on the first Record Date

after receipt by Freightways of a properly completed Participation Notice or, if your

Participation Notice is received after a Record Date but before 5:00pm on an Election Date,

from the Record Date immediately preceding that Election Date.

4. ADDITIONAL SHARE ENTITLEMENT

4.1 Formula for Calculation of Additional Shares: The number of Additional Shares to be

issued to a Participant in return for a cash dividend will be calculated in accordance with the

following formula:

S x D

Price

Where:

S is the number of Participating Shares.


D is the net proceeds per Share from Freightways (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 and which are to be reinvested under 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 trading days immediately following

the Record Date less a discount (if any) as determined by the Board from time to time. If no

6

4017762 v3

sales of Shares occur during those five trading days, then the average of 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 trading days as determined by NZX.

Any volume weighted average sale price so determined may be reasonably adjusted by

Freightways 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, Freightways 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.

4.2 Fractional Shares: Where the number of Additional Shares to be issued to a Participant

includes a fraction, the number will be rounded down to the nearest whole number.

4.3 Share Price Information Publicly Available: Freightways 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 effect on the

realisable price of the Shares if it was publicly available.

4.4 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, the

NZX Listing Rules or any provision of the 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 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 Issue of Additional Shares: Freightways will, on or about the day that a Participant would

otherwise have been paid a dividend, issue the Additional Shares to that Participant in

accordance with clause 4.

5.2 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 8.1, 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 Freightways' Shares on issue as at that date.

6. SOURCE OF ADDITIONAL SHARES

6.1 Additional Shares to be acquired by Participants under the Plan may, at the Board’s

discretion, be:

(a) new Shares issued by Freightways;

(b) existing Shares acquired by Freightways or a nominee or agent of Freightways; or

(c) any combination of (a) and (b) above.

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4017762 v3

7. STATEMENT TO PARTICIPANTS

7.1 Subject to clauses 2.3 and 2.4, Freightways or its Share Registrar will send to each

Participant, as soon as practicable after each Dividend Payment Date, a holding statement

detailing the number of Additional Shares issued to that Participant under the Plan, and any

other such information as Freightways determines from time to time.

8. TERMINATION, SUSPENSION AND MODIFICATION

8.1 The Board’s Discretion: The Board 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

8.4; 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 may be issued at a discount to the market price

of Shares in accordance with clause 4.1; or

(f) determine that Shareholders in specific jurisdictions outside New Zealand and

Australia may participate in the Plan; or

(g) determine that the Plan may be underwritten on such terms agreed between

Freightways and an underwriter.

8.2 Prior Notice: Notice of any modification or termination by Freightways under clause 8.1 will

be given to all Participants by sending written notification of that modification or termination

to Shareholders’ addresses as set out in the Freightways share register.

8.3 When No Notice Required: Notwithstanding clause 8.1, Freightways 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.

8.4 Variation or Termination by a Participant: A Participant may, at any time:

(a) increase or decrease the number of Participating Shares by completing and sending

a new Participation Notice to Freightways’ Share Registrar; or

(b) terminate the Participant’s participation in the Plan by written notice to that effect to

Freightways’ Share Registrar.

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4017762 v3

Such variation or termination will take effect immediately upon receipt by Freightways’ Share

Registrar of the new Participation Notice or the written termination notice, as the case may

be. Written notice of the variation or termination should be sent to Freightways’ Share

Registrar.

8.5 Death of Participant: If a Participant dies, participation by that Participant will cease upon

receipt by Freightways’ Share Registrar of a notice of death in a form acceptable to

Freightways. 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 its Shares, disposes of some of its Shares then, unless the Participant notifies Freightways

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 balance will be attributed to

Participating Shares.

9.2 Partial Dispositions where Full Participation: If a Participant with full participation

disposes of part of its holding of Shares without giving Freightways 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

Freightways registers a transfer of those Shares.

9.3 Dispositions of All of Shares: If a Participant disposes of all of its holding of Shares without

giving Freightways’ Share Registrar written notice terminating the Participant’s participation

in the Plan in accordance with clause 8.4(b), the Participant will be deemed to have

terminated participation in the Plan from the date Freightways registers a transfer of those

Shares.

10. TAXATION

10.1 New Zealand tax: For New Zealand tax purposes, Shareholders who reinvest the net

proceeds of their cash dividends to acquire Additional 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.

10.2 General summary only: The taxation summary above is based on New Zealand 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. Freightways does not accept any

responsibility for the financial or taxation effects of a Shareholder’s participation or non-

participation in the Plan.

11. COSTS

11.1 No charges or brokerage: There are no charges for participation or withdrawal from the

Plan. No brokerage costs will be incurred on the issue of Additional Shares.

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12. STOCK EXCHANGE LISTING

12.1 Quotation of Additional Shares: Freightways 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 accepts no responsibility for any statement in this Offer

Document.

13. GOVERNING LAW

New Zealand law: This Offer Document and the Plan, and its operation, will be governed

by the laws of New Zealand.

14. ANNUAL REPORT AND FINANCIAL STATEMENTS

14.1 Copies of documents: Copies of Freightways' most recent annual report and financial

statements complying with generally accepted accounting practice that are prepared for the

most recently completed accounting period and a copy of the auditor's report on those

financial statements may be obtained at Freightways' website freightways.co.nz/investor-

relations/ or free of charge on request from:

The Company Secretary

Freightways Limited

PO Box 92111

Victoria Street West

Auckland 1140

New Zealand


Phone: +64 9 571 9670

Fax: +64 9 571 9671


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GLOSSARY


Additional Shares The additional Shares to be issued to Participants pursuant to the

Plan.

Board The board of directors (as defined in and acting in accordance with

the Constitution or their delegate (if any)), of Freightways.

Constitution The constitution of Freightways.

Dividend Payment Date The date on which Freightways pays a dividend in respect of the

Shares.

Election Date The date, in respect of each Record Date, that is the first trading day

after the Record Date or such later date as may be set by the Board

and advised to NZX.

Freightways Freightways Limited, New Zealand company number 1255822,

having its registered office at 2nd Floor, Freightways House, 32 Botha

Road, Penrose, Auckland.

NZX Main Board The main board equity security market operated by NZX.

NZX Listing Rules The NZX listing rules from time to time.

NZX NZX Limited.

Offer Document This booklet which sets out the terms and conditions of the Plan.

Participant A Shareholder who has elected to participate in the Plan.

Participating Shares Shares in respect of which an election to participate in the Plan has

been made by a Participant at the Record Date.

Participation Notice The participation notice that accompanies this Offer Document.

Plan Freightways Dividend Reinvestment Plan being the subject of these

terms and conditions.

Record Date The date on which Freightways' register of Shareholders is closed in

order to determine entitlement to a dividend.

Share Registrar Computershare Investor Services Limited.

Shares Fully paid ordinary shares in Freightways held at any given time.

Shareholders Holders of Shares.


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DIRECTORY


Freightways Limited

2

nd

Floor, Freightways House

32 Botha Road

Penrose

Auckland 1061

NEW ZEALAND


Share Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Private Bag 92119

Auckland 1142

NEW ZEALAND


Legal Advisers

Russell McVeagh

Vero Centre

48 Shortland Street

Auckland 1010

NEW ZEALAND

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4017773 v1
FREIGHTWAYS LIMITED DIVIDEND REINVESTMENT PLAN

PARTICIPATION NOTICE


Insert Shareholder and holding details:

[ ]


A Dividend Reinvestment Plan operates for your Freightways Limited (Freightways) Shares.

Full details of the Plan are set out in the Offer Document dated 21 February 2020. If you wish to

reinvest all or part of your dividends, complete and return this Participation Notice.


If you wish to vary your participation at any time in the future, then you will need to complete

and return another Participation Notice to replace your previous instructions. Additional

Participation Notices can be obtained from the Freightways' Share Registrar at the address

below.

Capitalised terms not defined in this Participation Notice have the same meaning as those defined in

the Offer Document.

Complete the table below if you wish to participate in the Plan, by ticking the box for full participation

or if partial participation is required, state the number of Shares you wish to participate.

I request full participation in the Plan for all my Shares I may hold from time to time.

I request partial participation in the Plan, for the number of Shares stated.

Freightways may suspend, vary or terminate your participation, subject to the terms and conditions of

the Plan set out in the Offer Document.


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 Notice, and the relevant authority

must either have been exhibited previously to the Share Registrar or must accompany this notice.

I/We acknowledge receipt of a copy of the Offer Document. I/We agree to be bound by the terms and

conditions of the Dividend Reinvestment Plan set out in the Offer Document dated 21 February 2020.

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. I/We consent to becoming a holder of Additional Shares. I/We

acknowledge that this election will continue to apply until varied or terminated by written notice in

accordance with the terms and conditions of the Plan.

Signature of Shareholder(s):

............................................... date......................................

............................................... date......................................

............................................... date......................................


Participation will commence on the first Record Date after receipt by the Share Registrar of this

Participation Notice, correctly completed. If this Participation Notice is returned after a Record Date,

but before 5:00pm on an Election Date, participation will commence from the Record Date

immediately preceding that Election Date.

This Participation Notice may be returned at any time to the Freightways' Share Registrar at:


Freightways Limited Share Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Private Bag 92119

Auckland 1142

NEW ZEALAND

---

1







2 March 2020

Dear Shareholder

FREIGHTWAYS LIMITED - DIVIDEND REINVESTMENT PLAN

The Board of Freightways Limited is pleased to advise that it is offering shareholders access to the

Company’s existing dividend reinvestment plan (the Plan) for the upcoming interim dividend in respect of

the year ended 30 June 2020. Under the Plan, shareholders may elect to reinvest all or part of their cash

dividends in additional Freightways shares. Details of the Plan and a Participation Notice are enclosed for

your information and use, if required.

The Plan provides a convenient method for reinvesting all or part of your dividends in additional

Freightways shares free of brokerage charges. The Board has determined that, for the time being, all

shareholders residing in New Zealand and Australia are eligible to elect to participate in the Plan.

As noted above, the Plan will apply to the interim dividend for the financial year ended 30 June 2020, that is

payable on 1 April 2020. The Board has determined that shares issued under the Plan in respect of the 2020

interim dividend will be issued at a discount of 3% to the Volume Weighted Average Price (VWAP) of

Freightways shares over the 5 business days following the Record Date of 13 March 2020. The Board will

advise shareholders of the price of shares to be issued under the Plan in respect of the 2020 interim dividend

on 23 March 2020.

The Board will determine whether the Plan will apply to future dividends, and whether shares issued under

the Plan in respect of future dividends will be issued at a discount, at the time future dividend payments are

determined.

If you elect to participate in the Plan, please complete the enclosed Participation Notice and return it to

Freightways’ Share Registrar, Computershare Investor Services Limited. The Participation Notice can be

returned at any time, however, in order to participate in the Plan for the 2020 interim dividend which is

payable on 1 April 2020, your completed and signed Participation Notice must be received by Freightways'

Share Registrar not later than 5.00pm New Zealand time on Monday 16 March 2020.

You have a standing DRP instruction from periods when the DRP previously operated, but please consider

whether you wish that instruction to continue to apply. If you wish to change your election, please complete

the enclosed Participation Notice indicating your current preference.


2


Please read the enclosed information thoroughly as it describes the Plan and its terms and conditions. If you

have any questions, please contact Computershare Investor Services Limited, Private Bag 92119, Auckland

1142, New Zealand, or your investment adviser.

Yours sincerely




Mark Verbiest

Chairman

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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