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Dividend Reinvestment Plan Offer Document

Dividend29 March 2021CENUtilities

Dividend
Reinvestment

Plan

Offer Document

30 March 2021

This is an important document, prepared in accordance

with the Financial Markets Conduct Act 2013 and

Financial Markets Conduct Regulations 2014, and

contains a description of the Contact Energy Limited

Dividend Reinvestment Plan and its terms and

conditions. If you have any questions in relation to the

Contact Energy Limited Dividend Reinvestment Plan,

please consult your financial adviser.

Dividend Reinvestment Plan
3

Contents

Key Features 4

Terms and Conditions 7

Directory 18

Contact Energy Limited
4

Key Features

Shares instead of dividends

The Contact Energy Limited (Contact) Dividend

Reinvestment Plan (Plan) provides you, as a holder

of Contact Energy Limited ordinary shares, with an

opportunity to invest the net proceeds of the cash

dividends payable on your shares in additional fully

paid ordinary shares in Contact (shares). This is a

convenient method of increasing your investment

by acquiring further shares f ree of brokerage charges.

If you wish to continue to receive dividends declared

by Contact in cash, no action is required.

Additional shares acquired under the Plan may, at the

discretion of the Contact board, be new shares issued

by Contact, existing shares acquired by Contact or its

nominee or agent, or any combination of new shares

and existing shares.

Eligibility

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

available to holders of Shares who have an address on

the Contact share register in New Zealand or Australia.

However, the Board may amend this policy at any time,

in its sole discretion. Participation in the Plan is optional

at the election of a shareholder.

Full or partial participation

You may elect to participate in the Plan in respect

of all or part of your shares.

Flexible joining, variation and

withdrawal arrangements

Shareholders can join the Plan, vary their participation

or withdraw f rom the Plan at any time by making an

online election or forwarding a written notice to that

effect to the Share Registrar, Link Market Services

Limited (the Share Registrar).

You have until 5.00pm (New Zealand time) on the

Business Day (which for the purpose of this Offer

Document has the meaning given to it in the NZX

Listing Rules) following a record date for a dividend

Dividend Reinvestment Plan
5

to elect to participate in the Plan for that dividend.

Any notice received after 5.00pm (New Zealand time) on

the Business Day following a record date for a dividend

will be effective only f rom the next following dividend.

A Participation Form is enclosed with this Offer

Document if you wish to participate in the Plan.

Alternatively, you can elect to participate online by

visiting the website of Contact’s Share Registrar at

https://investorcentre.linkmarketservices.co.nz

for New Zealand Register holders

https://investorcentre.linkmarketservices.com.au

for Australian Register holders.

A new Participation Form (available f rom the Investor

section of Contact’s website at https://contact.co.nz/ or, on

request, by contacting the Share Registrar at the address

set out in the Directory) will need to be completed if you

wish to vary your participation in the Plan.

Application of the Plan

The Contact board will determine whether the Plan will

apply to a particular dividend. If the board determines

that the Plan will apply to a particular dividend, then

the Plan will apply if you have previously elected

or elect to participate in the Plan and you have not

withdrawn f rom the Plan as at 5.00pm (New Zealand

time) on the Business Day following the record date for

that particular dividend.

If the board determines that the Plan will not apply to a

particular dividend, then notwithstanding that you may

have previously elected or elect to participate in the

Plan, the Plan will not apply to that particular dividend

and you will receive the dividend declared by Contact

in cash.

Shares at or around market price

Under the Plan, additional shares acquired by

participating shareholders in respect of a dividend

will be acquired at their market price or, at the

Contact board’s discretion, at a discount as

determined by Contact’s board f rom time to time.

Shares acquired rank equally and

may be sold

Additional shares acquired under the Plan will rank

equally in all respects with existing Contact shares

and may be sold at any time.

Contact Energy Limited
6

Details will be sent to you

If you elect to participate in the Plan, details of your

total entitlement and the number of shares acquired

by you under the Plan will be sent to you after each

dividend payment.

Dividend policy

Details of Contact’s dividend policy will be available

on its website at https://contact.co.nz/.

Dividend Reinvestment Plan
7

Terms and

Conditions

1. Introduction

Contact’s board of directors (board) has approved

the establishment of the Contact Energy Limited

Dividend Reinvestment Plan (Plan). Under the

Plan, holders of ordinary shares in Contact (shares)

may elect to forgo their right to dividends on all or

any of their fully paid ordinary shares in Contact

and receive fully paid ordinary shares in Contact

(Additional Shares) instead. This Offer Document

sets out the terms and conditions of the Plan and

is issued in compliance with the exclusion for

dividend reinvestment plans contained in Schedule

1 to the Financial Markets Conduct Act 2013 and

the Financial Markets Conduct Regulations 2014.

Accordingly, no product disclosure statement or

prospectus is required in respect of the Plan.

2 The Offer

2.1 Offer to all shareholders

Subject to clauses 2.4 to 2.6, Contact 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:

• Full Participation

If you elect full participation, participation in

the Plan will apply to all of your shares.

• Partial Participation

If you elect partial participation, only the

proportion of shares nominated by you will

be eligible for participation in the Plan.

• Non-Participation

If you do not wish to participate and you wish

to receive dividends in cash, you are not required

to do anything.

Contact Energy Limited
8

2.3 Information for Australian shareholders

The offer of Additional Shares 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).

Australian resident shareholders should note that

Contact is not licensed to provide financial product

advice in relation to the shares offered under the

Plan. There is no cooling-off regime that applies

in respect of the acquisition of Additional Shares

offered under the Plan. This Offer Document does

not take into account shareholders’ personal

objectives, financial situations or needs. Shareholders

should consider obtaining their own financial

product advice in relation to the offer f rom an

independent person who is licensed by ASIC

to give such advice.

2.4 Ability to exclude overseas shareholders

from the Plan

The board may, in its absolute discretion,

elect not to offer participation under the

Plan to shareholders whose address is outside

New Zealand if the board considers:

• that to do so would risk breaching the laws

of places outside New Zealand; and

• it would be unreasonable having regard to

the associated costs of ensuring that the laws

of those places are complied with.

2.5 Representations and warranties from

overseas shareholders

Shareholders who apply to participate in the Plan

and who reside outside New Zealand or Australia

represent and warrant to Contact that the offer

of the Plan and their participation in it would not

breach any laws in their country of residence.

Any person residing outside New Zealand or

Australia who holds shares through a New Zealand

or Australian resident nominee should not

allow their nominee to participate in the Plan if

participation in respect of their shares would be

contrary to the laws of their country of residence.

Dividend Reinvestment Plan
9

Any person residing outside New Zealand or

Australia who participates in the Plan through a

New Zealand or Australian resident nominee will

be deemed to represent and warrant to Contact

that they can lawfully participate through their

nominee.

Contact accepts no responsibility for determining

whether a shareholder is able to participate in the

Plan under laws applicable outside of New Zealand

or Australia.

2.6 Exclusion where liens or charges over shares

Any shares over which Contact has a lien or

charge in accordance with Contact’s constitution

or other requirements of law will not be eligible

to participate in the Plan.

3 Method of Participation

3.1 Participation Form

To participate in the Plan you must make a

participation election in one of the following ways:

• Online Election – by visiting the website of

Contact’s Share Registrar, Link Market Services:

https://investorcentre.linkmarketservices.co.nz

for New Zealand Register holders

https://investorcentre.linkmarketservices.com.au

for Australian Register holders.

Once you have created a portfolio and logged

in, you should click “Payment and Tax”, then

“Reinvestment Plans”, and then “Edit Instruction”

to participate in the Plan. If you make an online

election, you will be required to confirm that you

have read, understood and complied with the

terms and conditions of the Plan; or

• Participation Form – by completing the

Participation Form which accompanies this Offer

Document in accordance with the instructions

on that notice and forwarding it to the Registrar

at the address in the Directory, or to such other

person or address as Contact may determine.

3.2 Participation cut-off

Participation will be effective as to dividends

payable f rom the Business Day following the first

record date after receipt by the Share Registrar of a

Contact Energy Limited
10

properly completed Participation Form (including,

for the avoidance of doubt, the dividend to be paid

in respect of that record date). Any notice received

after 5.00pm (New Zealand time) on the Business

Day following a record date for a dividend will be

effective only f rom the next following dividend.

4 Additional Share Entitlement

4.1 General

The number of Additional Shares to be acquired

by a shareholder who has elected to participate

in the Plan will be:

• based on the net amount of the dividend the

shareholder would otherwise have received; and

• calculated on the basis that the issue price of

the Additional Shares will be the market price of

shares less a discount (if any), as determined in

accordance with the formula set out in clause 4.2.

4.2 Formula for calculation of number of Additional

Shares

The number of Additional Shares to be acquired

by a shareholder who has elected to participate in

the Plan will be calculated in accordance with the

following formula:

Additional Shares =

(SxD)+B


Cx(1-E)

Where:

S is the number of shares in respect of which an

election to participate in the Plan has been made

by the shareholder.

D is the amount of the dividend (expressed in cents

and f ractions of cents and after deduction of any

amounts of resident withholding, or other taxes, if

any, payable by Contact in respect of the dividend)

payable per share which would otherwise have

been payable to a shareholder if the shareholder

had not elected to participate in the Plan.

B is the amount (if any) held to the order of the

shareholder under the Plan in accordance with

clause 4.3 below as a result of rounding the

number of Additional Shares to be acquired by

the shareholder when the Plan last operated.

Dividend Reinvestment Plan
11

C is the volume weighted average sale price for a

share (expressed in cents and f ractions of cents)

calculated on all sales of shares which took place

through the NZX main board market (NZX Main

Board) operated by NZX Limited (NZX) on the five

trading days commencing on the Ex Date (which

has the meaning given to it in the NZX Listing

Rules). If no sales of shares occur during the five

trading days commencing on the Ex Date, then

the volume weighted average sale price shall be

deemed to be the first sale price for a share which

took place on the NZX Main Board after the Ex Date.

Any volume 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 volume weighted

average sale price so determined, the board may

make such adjustment to that sale price as it

considers reasonable.

E is the percentage discount determined by the board

f rom time to time (if any) in its absolute discretion.

4.3 Fractional entitlements

Where the number of Additional Shares to be

acquired by a participating shareholder calculated

in accordance with the formula in clause 4.2

includes a f raction, then the number of Additional

Shares to be acquired shall be rounded down to

the nearest whole number.

Any net amount of the dividend as described in

the definition of ‘D’ plus the amount ‘B’ in clause

4.2 above which is not applied to acquire part of an

Additional Share because of this clause 4.3 shall be

held to the order of the shareholder and be applied

under the Plan on the shareholder’s behalf the next

time the Plan operates.

Should a shareholder:

• terminate his or her participation in the Plan

under clause 7.4; or

• cease to be a shareholder,

any amount which at the time is held to the order

of the shareholder under this clause 4.3 will be

forfeited.

Contact Energy Limited
12

4.4 Share price information publicly available

Contact will ensure that at the time the price for

the Additional Shares is set under clause 4.2 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.

5 Operation of the Plan

5.1 Additional Shares

The board will, on the day that a shareholder

who has elected to participate in the Plan would

otherwise have been paid a dividend, either issue

or arrange the transfer of the Additional Shares to

that shareholder in accordance with clause 4.

5.2 Terms and ranking of Additional Shares

Additional Shares acquired by shareholders under

the Plan will be issued or transferred on the terms

set out in this Plan and, subject to the rights of

termination, suspension and modification set

out in clause 7, will not be issued or transferred

on any other terms and will all be subject to the

same rights as each other. The Additional Shares

acquired by shareholders under the Plan will,

f rom the date of issue or transfer, rank equally

in all respects with each other and with all other

ordinary shares of Contact on issue as at that date.

5.3 Source of Additional Shares

Additional Shares to be acquired by shareholders

under the Plan may, at the board’s discretion, be:

• new shares issued by Contact;

• existing shares acquired by Contact or a nominee

or agent of Contact; or

• any combination of new shares and existing shares.

5.4 Compliance with laws, listing rules and

constitution

The Plan will not operate in relation to a dividend

(either generally or in respect of a particular

shareholder who has elected to participate in

the Plan) to the extent that the issue or transfer

of Additional Shares under the Plan to such

Dividend Reinvestment Plan
13

shareholder(s) would breach any applicable law,

the listing rules of any stock exchange on which

the shares are listed, or any provision of Contact’s

constitution. If and to the extent that the Plan does

not operate for such reason in respect of a shareholder

who has elected to participate in the Plan, the relevant

dividend on such participating shares will, until

such time as the issue is resolved, be paid in the

same manner as in respect of shares which are not

participating in the Plan.

5.5 Restriction on participation

The board may, in its absolute discretion,

notwithstanding an election by a shareholder

to participate in the Plan, decide not to issue or

transfer, or decide to restrict the number of such

Additional Shares issued or transferred to the

shareholder under the Plan if the issue or transfer

of such Additional Shares would result in that

shareholder holding 20% or more of the shares on

issue, or would otherwise result in a shareholding

which, in the board’s reasonable discretion, would

have a materially adverse effect on Contact. In such

event, the relevant dividend on such participating

shares will be paid in the same manner as in respect

of shares which are not participating in the Plan.

6 Statements to Shareholders

Subject to clauses 2.4 to 2.6, Contact will send to

each shareholder who has elected to participate

in the Plan, on each dividend payment date, a

statement detailing in respect of that shareholder:

• the number of shares of the shareholder as

at the relevant record date;

• the amount of the cash dividend used to subscribe

for Additional Shares and the amount paid in

respect of shares nominated for participation in the

Plan and shares not nominated for participation in

the Plan (if applicable);

• the amount of any taxation deduction;

• the number of Additional Shares acquired by the

shareholder under the Plan and the issue price of

those Additional Shares (including any discount

(if any)) determined by the board under clause 4.2;

• the amount held to the order of the shareholder

under clause 4.3; and

Contact Energy Limited
14

• advice as to the amount of any imputation or

other taxation credits.

7 Termination, Suspension and

Modification

7.1 Termination, suspension or modification by

Contact

The board may at any time and f rom time to time

in its sole discretion:

• terminate or modify the Plan. If the Plan is

modified, then a Participation Form will be

deemed to be a Participation Form under

the Plan as modified unless that Participation

Form is withdrawn by the shareholder; or

• suspend the operation of the Plan so that it will

not apply to the whole or part of any dividends;

or

• resolve that participation will not apply to the

whole or part of any dividend and that the

dividend or the balance of the dividend (as the

case may be) will be paid in cash; or

• resolve that the price at which Additional Shares

may be acquired shall be at a discount to the

market price of shares in accordance with clause

4.2; or

• 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 Form will be deemed to be a

Participation Form in respect of the shares

as subdivided, consolidated or reclassified

unless such Participation Form is subsequently

changed or withdrawn by the participating

shareholder; or

• resolve that a Participation Form will cease to

be of any effect; or

• resolve that the Plan may be underwritten on

such terms as agreed between Contact and an

underwriter.

7.2 Prior notice

Notice of any modification or termination by the

board will be given to all shareholders participating

in the Plan.

Dividend Reinvestment Plan
15

7.3 When no notice required

Notwithstanding clause 7.2, Contact may at any

time, without the need of any notice:

• modify the Plan to comply with Contact’s

constitution, the listing rules of any stock

exchange on which the shares are listed or

any law; or

• make minor amendments to the Plan where

such amendments are of an administrative or

procedural nature.

7.4 Variation or termination by

a participating shareholder

A shareholder may, at any time:

• increase or decrease the number of their

shares which are participating in the Plan by

completing and sending a new Participation

Form to the Share Registrar; or

• terminate their participation in the Plan by written

notice to that effect to the Share Registrar.

7.5 Variation or termination effective

A variation or termination under clause 7.4 will

take effect immediately upon receipt by the Share

Registrar of the new Participation Form or the

written termination notice, as the case may be,

provided that any notice received after 5.00pm

(New Zealand time) on the Business Day following

the record date for a dividend will be effective only

f rom the next following dividend.

7.6 Death of participating shareholder

If a shareholder participating in the Plan dies,

participation by that shareholder in the Plan will be

terminated by Contact upon receipt by Contact of

a notice of death in a form acceptable to Contact.

Death of one of two or more joint shareholders will

not automatically terminate participation.

Contact Energy Limited
16

8 Reduction or Termination of

Participation where no Notice Given

8.1 Dispositions where partial participation

If you dispose of any of your participating shares,

you will be deemed to have terminated your

participation in the Plan with respect to the

participating shares you disposed of f rom the

date that Contact registers a transfer of those

participating shares.

8.2 Dispositions of all of shares

If a shareholder disposes of all of their holding of

shares without giving the Share Registrar written

notice terminating their participation in the Plan,

the shareholder will be deemed to have terminated

participation in the Plan f rom the date that

Contact registers a transfer of those shares.

9 Taxation

The taxation consequences for each Shareholder

should they elect to participate in the Plan

will differ depending upon their particular

circumstances. Accordingly, each Shareholder

should consult their own tax adviser as to the

taxation implications of the Plan. Contact does

not accept any responsibility for the financial or

taxation effects of a Shareholder’s participation or

non-participation in the Plan.

10 Costs

There are no charges for participation or

withdrawal f rom the Plan. No brokerage costs will

be incurred on the acquisition of Additional Shares.

11 Stock Exchange Quotation

Contact will apply for quotation of Additional

Shares which may be issued under the Plan on

the NZX Main Board and the official list of the

Australian Securities Exchange (ASX) after they

have been allotted. However, neither NZX nor

ASX accepts any responsibility for any statement

in this Offer Document.

Dividend Reinvestment Plan
17

12 Governing Law

This Offer Document and the Plan, and its operation,

are governed by the laws of New Zealand.

13 Other Information

You have the right to receive f rom Contact,

f ree of charge, a copy of Contact’s most recent

annual report and audited consolidated financial

statements (complying with the Financial

Reporting Act 2013) by downloading them f rom

the Investor Centre section of Contact’s website at

https://contact.co.nz/ or, on request, by contacting

Contact at the address set out in the Directory.

Contact Energy Limited
18

Directory

Registered office

Contact Energy Limited

Harbour City Tower

29 Brandon St

Wellington 6011

Phone +64 4 499 4001

www.contact.co.nz

Solicitors

Bell Gully

Level 21

ANZ Centre

171 Featherston Street

Wellington 6011

Level 21

Vero Centre

48 Shortland Street

Auckland 1010

Auditor

KPMG

PO Box 996

Wellington 6140

Share registrar

New Zealand

Link Market Services Limited

PO Box 91976, Auckland 1142

New Zealand

Phone +64 9 375 5998

www.linkmarketservices.co.nz

enquiries@linkmarketservices.co.nz

Australia

Link Market Services Limited

Locked Bag A14

Sydney South

NSW 1235

Australia

Phone +61 1300 554 474

enquiries@linkmarketservices.com

Dividend Reinvestment Plan
19

---

The Contact Ener gy Limited (Contact) Dividend Reinvestment Plan (Plan) allows you to elect to for go your right
to receive dividends on all or any of your fully paid ordinary shares in Contact in cash, and instead to reinvest all or

par t of the net proceeds of your cash dividends in fully paid ordinary shares in Contact. Full details of the Plan are

set out in the accompanying Dividend Reinvestment Plan Offer Document dated 30 March 2021 (Offer Document).

If you wish to par ticipat e, or var y an existing par ticipation election, in the Plan, please complete this Par ticipation

For m and send it to Contact’ s Share Registrar at your ear liest convenience. Alter natively, y ou can do so online by

visiting https://in vestor centre.linkmarketservices.co.nz for New Zealand register holders; or

Choose One Alter native Only

I/ We elect to par ticipat e in the Plan at the level of par ticipation nominated below and elect to renounce my/our right to

have dividends declared in respect of par ticipating shares paid in cash accordingly:

Full Pa

rticipation

In clude all fully paid ordinary shares from time to time

register ed in my/our name(s). For full par ticipation

please tick (

✔) her e:


Note: If you do not complete the above in relation to full par ticipation or par tial par ticipation, you will be deemed to have

elected not to par ticipat e in the Plan.

I/ We acknowledge I/we have received and read a copy of the Offer Document.

I/ We agree to be bound by the ter ms and conditions of the Plan as set out in the Offer Document.

I/ We acknowledge that this election will continue to apply in respect of any dividend that Contact deter mines the

Plan will apply until var ied or ter minated by writ ten notice in accordance with the ter ms and conditions of the Plan.

I/ We war rant that if at any time I/we reside outside New Zealand or Australia and accept or continue to par ticipat e in

the Plan, the offer of the Plan and my/our par ticipation in it does not breach any laws in my/our country of residence.

Dividend Reinvestment Plan

Par ticipation For m

DO NOT COMPLETE THIS FORM IF YOU WISH TO RECEIVE

IN CASH ALL DIVIDENDS DECLARED.

Name and Address

CSN/Holder/HIN/SRN No.Shares Held

Register ed Holder(s)

Description of Shares

By Post (New Zealand)

Contact Ener gy Limited

c/ - Link Market Services Limited

PO Box 919 76

Auckland 1142

By post (Australia)

Contact Ener gy Limited

c/- Link Market Services Limited

Locked Bag A14


Sydney South


NSW 1235

Scan and email

enquiries@linkmarketservices.com

(Please put Contact Ener gy Limited in

the subject line for easy identification)

This Par ticipation For m is not valid unless duly completed and signed. Joint holders must each sign. Companies must

execute by an authorised officer or attor ney. If signed by an attor ney, the power of attor ney must either have been

previously produced to Contact or must accompany this Par ticipation For m a

nd a certificate of non-revocation of the

power of attor ney needs to be enclosed.

This Par ticipation For m may be returned at any time to the Registrar by one of the methods below:

Signature(s)Dated

Par tial Par ticipation

In clude the proportion of fully paid ordinary shares

register ed in my/our name(s) shown below. For par tial

par ticipation please tick (

✔) her e:

Please specify proportion

as a percentage:

%

f or further details).

ht tps://in vestor centre.linkmarketservices.com.au for Australian register holders (ref er to clause 3.1 of the Offer Document

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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