Dividend Reinvestment Plan Offer Document
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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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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