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Amendments to Dividend Reinvestment Plan Document

Dividend13 February 2022MOVIndustrials

Company Announcement
14 February 2022


AMENDMENTS TO DIVIDEND REINVESTMENT PLAN DOCUMENT

MOVE Logistics Group Limited (NZX: MOV) advises that it has made certain minor amendments to

MOVE’s Dividend Reinvestment Plan (DRP) Document to reflect the change of the company name

from TIL Logistics Group Limited in mid-2021. There have been no changes to the terms and

conditions of the DRP.

A copy of the updated DRP Document is attached to this announcement.

Current participants in the DRP do not need to do anything as a result of these amendments.

ENDS


For further information, please contact:


Lee Banks

Chief Financial Officer

Phone: +64 27 525 2876

Email: Lee.Banks@movelogistics.com


For media assistance, please contact: Jackie Ellis t: + 64 27 246 2505 e: jackie@ellisandco.co.nz


About MOVE Logistics Group Limited (MOV)

MOVE is one of the largest domestic freight and logistics businesses in New Zealand, with a

nationwide network of branches, depots and warehouses.

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DIVIDEND REINVESTMENT PLAN
OFFER DOCUMENT

28 AUGUST 2018

LOGISTICS GROUP LIMITED

MOVE Logistics Group Limited has established a Dividend Reinvestment

Plan (Plan) which offers eligible Shareholders the opportunity to

reinvest any dividends received on some or all of your existing shares,

into Additional Shares, free of brokerage charges. Participation in the

Plan is optional. This Offer Document explains how the Plan works.

Capitalised terms are set out in the Glossary on page 26.

This is an important document. If you do not understand it, or if you

have any questions in relation to the Dividend Reinvestment Plan or

how to act, please contact your financial adviser.

QUESTIONS
AND ANSWERS

1 WHAT IS MOVE’S DIVIDEND REINVESTMENT

PLAN?

The MOVE Logistics Group Limited (MOVE)

Dividend Reinvestment Plan gives you, as

a Shareholder in MOVE, the opportunity to

reinvest the net proceeds of any cash dividends

payable on your fully paid ordinary shares in

Additional Shares. This provides a convenient

method for you to increase your investment in

MOVE free of brokerage charges.

2 AM I ELIGIBLE TO PARTICIPATE?

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

only available to holders of Shares who have a

New Zealand or Australian address on the MOVE

Share register.

However, if you hold any Shares over which

MOVE has a lien or charge, those Shares will not

be eligible to participate in the Plan.

3 HOW DO I PARTICIPATE IN THE PLAN?

Once you have read this Offer Document you

can elect to participate at any time by making

an election online at https://investorcentre.

linkmarketservices.co.nz. You will require your

CSN/Holder Number and Authorisation Code

(FIN) to complete your election online.

Alternatively, you can send a completed

Participation Form to Link Market Services, at the

address details set out in the Directory.

DIVIDEND REINVESTMENT PLAN

1

4 WHAT OPTIONS DO I HAVE REGARDING
PARTICIPATING IN THE PLAN?

Participation in the Plan is optional and you can

join, vary or withdraw your participation at any

time. If you wish to participate in the Plan, you

may elect one of the following:

a Full participation

Full participation means that all of your

Shares (including all Shares held both now

and any Shares acquired in the future,

including where issued or transferred

to you under the Plan) will participate in

the Plan for all future dividends to which

the Plan applies (unless you vary your

participation in the Plan in accordance

with the Terms and Conditions of the Plan).

b Partial participation

Partial participation means that the

number of Shares nominated by you

will participate in the Plan for all future

dividends to which the Plan applies

(unless you vary your participation in the

Plan in accordance with the Terms and

Conditions of the Plan).

You will continue to receive in cash any dividend

on any of your Shares which do not participate

in the Plan. If you do not wish to participate in

the Plan, you are not required to do anything.

You will continue to receive in cash any

dividends paid on all of your Shares.

5 WHAT IF I WANT TO RECEIVE MY DIVIDENDS

AS CASH?

If you prefer to receive your dividends as cash,

and do not wish to reinvest the net proceeds

in Additional Shares, then you are not required

to do anything. You do not need to complete a

Participation Form or online election and you will

continue to receive in cash any dividends paid

on your Shares.

6 WHAT IF I CHANGE MY MIND?

You can join the Plan, vary your participation

or withdraw from the Plan at any time online at

https://investorcentre.linkmarketservices.co.nz

or by sending a completed Participation Form

to Link Market Services. Participation Forms are

available online or from Link Market Services on

request.

A variation or withdrawal will be effective from

the first Record Date after you notify Link Market

Services.

7 HOW MUCH DOES IT COST?

Participation in the Plan is free and provides

you with the ability to acquire additional Shares

in MOVE free of any brokerage, commission or

other transaction costs.

8 WHAT PRICE WILL I PAY?

The price of Shares is based upon the arithmetic

average of the daily volume weighted average

sale price (rounded to the nearest cent) of all

MOVE Shares sold through the NZX Main Board

(excluding special trades) during a period of

not more than 10 trading days, as determined

by the Board. This period will begin two trading

days after the relevant dividend record date or

any other date, as determined by the Board. The

Share price may be subject to a discount set by

the Board from time to time.

The length of the period during which the price

for Shares is set, the first day of that period and

the discount, if any, will be announced by MOVE

to Shareholders at the same time the dividend

is announced for the relevant period.

MOVE LOGISTICS GROUP LIMITED

DIVIDEND REINVESTMENT PLAN

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9 CAN THE PLAN BE CHANGED IN THE FUTURE?
Yes. The MOVE Board may change, suspend

or cancel the Plan at its sole discretion. If that

occurs, notice will be given through the NZX

unless clause 15.4 of the Terms and Conditions

provides otherwisethat notice is not required to

be given.

If MOVE changes the Plan, those changes will

not affect any Shares issued to you under the

Plan prior to the change.

10 HOW DO THE SHARES RANK AND CAN I SELL

THEM?

Shares issued or transferred to you under the

Plan will rank equally in all respects with existing

Shares. You can sell shares issued or transferred

to you under the Plan.

11 ARE THERE ANY TAX IMPLICATIONS?

For New Zealand and Australian income tax

purposes, dividends reinvested in Shares under

a dividend reinvestment plan are generally

treated in the same manner as a cash dividend.

MOVE will provide details of the amount of the

dividend, taxes withheld and credits available

so that you can complete your tax returns. More

information is set out in paragraph 19 of the

Terms and Conditions.

You should contact your professional tax

adviser for information about your specific

circumstances.

12 WHAT IS MOVE’S DIVIDEND POLICY?

The Board of Directors of MOVE will consider

whether to pay a dividend, and the amount

or timing of any such dividend, in respect of

each relevant financial year having regard

to all relevant factors, including financial

performance, cash flow, capital requirements

and the availability of imputation credits.

The payment of dividends is not guaranteed by

MOVE and MOVE’s dividend policy may change

from time to time. Further information on MOVE

dividend policy and payments is available at

www.movelogistics.com/investors/dividend.

MOVE LOGISTICS GROUP LIMITED

DIVIDEND REINVESTMENT PLAN

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TERMS AND CONDITIONS
1 INTRODUCTION

1.1 The Terms and Conditions of the MOVE Logistics

Group Limited (“MOVE”) Dividend Reinvestment

Plan (the “Plan”) are set out below.

1.2 Under the Plan, holders of fully paid ordinary

shares in MOVE (“Shares”) may elect to reinvest

the net proceeds of cash dividends paid on

all or any of their Shares in MOVE by acquiring

further Shares in MOVE (“Additional Shares”).

1.3 This Offer Document 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 is required in

respect of the Plan.

1.4 Capitalised terms used in these Terms and

Conditions have the meanings set out in the

Glossary.

1.5 The Questions and Answers section of this Offer

Document set out summary answers to key

questions. If there is any inconsistency between

the Questions and Answers and these Terms

and Conditions, the Terms and Conditions will

prevail.

2 PARTICIPATION IN THE PLAN

Subject to paragraph 4.1, MOVE offers to all

Shareholders the right to elect to participate in

the Plan. However, if you hold any Shares over

which MOVE has a lien or charge in accordance

with the Constitution or other requirements

of law, those Shares will not be eligible to

participate in the Plan.


3 OPTIONS AVAILABLE TO YOU

3.1 You 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 Shares registered in your name

on each relevant Record Date.

b Partial participation: If you elect partial

participation, only the number of Shares

nominated by you will participate in the

Plan. If you nominate a number of Shares

in excess of the number of Shares held by

you, your application will be deemed to be

an application for full participation.

3.2 If you do not wish to participate in the Plan,

you are not required to do anything. You will

continue to automatically receive in cash any

dividends paid on all of your Shares.

4 APPLICATION OF THE PLAN TO OVERSEAS

SHAREHOLDERS

Participation in the Plan by Shareholders

outside of New Zealand or Australia

4.2 MOVE may, in its absolute discretion, elect

not to offer participation under the Plan to

Shareholders whose address on MOVE’s Share

register is outside New Zealand or Australia

if MOVE considers that to do so would risk

breaching the laws of any relevant jurisdiction

outside of New Zealand or Australia and it would

be unduly onerous to ensure compliance with

the laws of that jurisdiction.

As at the date of this Offer Document, the Board

of Directors of MOVE (“Board”) has elected not

to offer participation in the Plan to Shareholders

whose address on MOVE’s Share register is

outside New Zealand or Australia. The Board

may change this policy at its sole discretion.

MOVE LOGISTICS GROUP LIMITED

DIVIDEND REINVESTMENT PLAN

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6

Information for Australian Shareholders
4.3 The offer of securities 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”).

4.4 If you are resident in Australia, please note

that MOVE is not licensed to provide financial

product advice in relation to the securities

offered under the Plan. There is no cooling-

off regime that applies in respect of your

acquisition of securities offered under the Plan.

This Offer Document does not take into account

your personal objectives, financial situation

or needs. You should consider obtaining your

own financial product advice in relation to the

proposed offer from an independent person

who is licensed by ASIC to give such advice.

Representations and warranties from overseas

Shareholders

4.5 If you are not resident in New Zealand or

Australia and you apply to participate in the

Plan, you represent and warrant to MOVE that

the offer of Shares under the Plan to you, and

your participation in the Plan, does not breach

any laws in your country of residence.

4.6 If you are not resident in New Zealand or

Australia and you hold Shares through a New

Zealand or Australian resident nominee:

a you must not allow your nominee to

participate in the Plan if participation in

respect of your Shares would breach any

laws of your country of residence; and

b if you elect to participate in the Plan

through your nominee, you are deemed to

represent and warrant to MOVE that you

can lawfully participate in the Plan through

your nominee.

4.7 MOVE accepts no responsibility for determining

whether you or any other Shareholder is able

to participate in the Plan under laws applicable

outside of New Zealand or Australia.

5 HOW TO PARTICIPATE IN THE PLAN

5.1 To participate in the Plan you must make a

“Participation Election” in one of the following

ways:

a Online Election: By visiting the website

of MOVE’s Share registrar Link Market

Services Limited (“Registrar”) at https://

investorcentre.linkmarketservices.co.nz.

You will require your CSN/Holder Number

and Authorisation Code (FIN) to complete

your online election. (Online Election is

not available for Shareholders who hold

Shares jointly.)

b Participation Form: Complete the

Participation Form in accordance with the

instructions on that form, and send the

completed Participation Form to:

By post: PO Box 91976, Victoria Street West,

Auckland 1142, New Zealand

By email:

operations@linkmarketservices.co.nz

or to such other person or address as

MOVE may determine (as announced to

NZX by MOVE).

5.2 Subject to these Terms and Conditions, you can

make an election at any time while the Plan is in

effect. A Participation Form and Offer Document

can be downloaded at any time from the

MOVE’s website at www.movelogistics.com and

can be requested at any time from the Registrar.

MOVE LOGISTICS GROUP LIMITED

DIVIDEND REINVESTMENT PLAN

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5.3 MOVE may accept or reject a Participation
Election that is not properly completed or,

where applicable, signed, and correct any error

in, or omission from, a Participation Election.

A Participation Election that is accepted

(including after the correction of any error

or omission) under this paragraph 5.3 will be

treated as being correctly completed for the

purposes of these Terms and Conditions.

5.4 You must provide a separate Participation

Election in respect of each holding of Shares

identified by a separate holder number or

common shareholder number that you wish to

participate in the Plan.

6 WHEN YOUR PARTICIPATION BECOMES

EFFECTIVE

6.1 The record date for determining entitlements

under the Plan is 5.00pm New Zealand time

on the date fixed by MOVE for determining

entitlements to a dividend (“Record Date”).

6.2 Your participation in the Plan will be effective

as to dividends payable from the first Record

Date after receipt by the Registrar of a properly

completed Participation Election.

6.3 Any Participation Election received after 5.00pm

New Zealand time on a Record Date will be

effective only from the next following dividend.

6.4 Your participation in the Plan will continue for

all future dividends to which the Plan applies in

accordance with these Terms and Conditions,

unless you vary your participation in the Plan in

accordance with these Terms and Conditions.

7 HOW MOVE DETERMINES YOUR LEVEL OF

PARTICIPATION IN THE PLAN

7.1 In your Participation Election, you may elect full

participation, or partial participation, in the Plan,

on the basis set out in paragraph 2.

7.2 If your Participation Election does not indicate

your level of participation or indicates a level of

participation which is more than the number of

Shares that you hold but is otherwise correctly

completed, you will be deemed to have applied

for full participation in the Plan.

7.3 If you elect partial participation in the Plan and

the number of Shares held by you on a relevant

Record Date is less than the number of Shares

specified in your Participation Election, then you

will participate in the Plan only in respect of that

lesser number of Shares.

7.4 You may vary the extent of your participation in

the Plan in accordance with these Terms and

Conditions.

8 YOUR DIRECTION TO MOVE

8.1 Your “Participating Shares” are the Shares held

by you (registered in your name on the Share

register) in respect of which you have validly

elected to participate in the Plan on a Record

Date, subject to paragraph 7.

8.2 By electing to participate in the Plan, you

direct MOVE to apply the net proceeds of

any cash dividend payable or credited on

the Participating Shares held by you on each

relevant Record Date as payment for Additional

Shares to be issued or transferred to you under

the Plan. The number of Additional Shares to be

issued or transferred to you will be calculated in

accordance with paragraph 9.

MOVE LOGISTICS GROUP LIMITED

DIVIDEND REINVESTMENT PLAN

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8.3 Your direction in paragraph 8.2 will:
a continue unless and until you terminate

or vary your participation in the Plan, or

MOVE terminates your participation in the

Plan, in accordance with these Terms and

Conditions;

b not apply during any suspension of the

Plan

8.4 If you vary your participation in the Plan in

accordance with these Terms and Conditions,

your direction in paragraph 8.2 will apply in

respect of your varied number of Participating

Shares.

9 YOUR ENTITLEMENT TO ADDITIONAL SHARES

Formula for calculation of Additional Shares

9.1 If you elect to participate in the Plan, the

number of Additional Shares to be issued

or transferred to you will be calculated in

accordance with the following formula:

AS = ((PS x D))

Price

Where:

AS is the number of Additional Shares you will

receive (with fractional entitlements rounded

down to the nearest whole number).

PS is the number of your Participating Shares.

D is the net proceeds per Share from MOVE

(expressed in cents and fractions of cents,

including any supplementary dividends in

respect of Participating Shares payable to

non-resident Shareholders but excluding any

imputation credits and after deduction of any

resident and non-resident withholding (or

other) taxes, if any) of cash dividends payable

or credited on that Share which would otherwise

have been payable to you in cash if you had

not elected to participate in the Plan.

Price the arithmetic average of the daily volume

weighted average sale price (rounded to the

nearest cent) of all Shares sold through a

Normal Trade on the NZX Main Board during

a period of not more than 10 trading days, as

determined by the Board, commencing two

trading days after the Record Date, or any other

date as determined by the Board (“Weighted

Average Sale Price”), less a discount (if any) as

determined by the Board in its sole discretion

from time to time.

9.2 For the purposes of the definition of “Price” in

paragraph 9.1:

a “Normal Trade” means all trades excluding

special trades such as special crossings,

overseas trades, option exercise trades

and any other trade determined by the

Board in its discretion to not be reflective

of normal trading in Shares.

b If no sales of Shares occur during the

period determined by the Board for setting

the price of Shares, then the Weighted

Average Sale Price will be deemed to be

the sale price for a Share on the first price

setting trade of Shares which takes place

after that period.

c The Weighted Average Sale Price may be

reasonably adjusted by MOVE to allow

for any bonus issue or dividend or other

distribution expectation. If, in the opinion

of the Board in its sole discretion, any

exceptional or unusual circumstances

have artificially affected the Weighted

Average Sale Price, MOVE may make

such adjustment to that sale price as it

considers reasonable.

MOVE LOGISTICS GROUP LIMITED

DIVIDEND REINVESTMENT PLAN

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d The length of the period during which the
price for Shares is set, the first day of that

period and the discount, if any, in each

case as determined by the Board will be

announced by MOVE to NZX at the same

time the dividend is announced.

9.3 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 you

and all other Participating Shareholders.

MOVE will keep any balance resulting from

fractional entitlements

9.4 Any net proceeds per Share, as described in the

definition of “D” in paragraph 9.1, which are not

applied to the issue or transfer of an Additional

Share to you because fractional entitlements

to Additional Shares are rounded down to the

nearest whole number, will be retained by MOVE

for its sole benefit and will not be refunded or

paid to you or held by MOVE or the Registrar on

your behalf.

10 MATERIALLY ADVERSE INFORMATION WHICH IS

NOT PUBLICLY AVAILABLE

MOVE will ensure that, at the time the price for

the Additional Shares is set under paragraph

9, 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.

11 COMPLIANCE WITH LAWS, LISTING RULES AND

CONSTITUTION

11.1 The Plan will not operate in relation to a

dividend to the extent that the issue or transfer

of Additional Shares under the Plan would

breach any applicable law, the NZX Main Board

Listing Rules or the Constitution.

11.2 If for any reason MOVE cannot or does not

issue or transfer you Additional Shares under

the Plan in respect of a dividend, the relevant

dividend on Participating Shares will be paid

or distributed to you in the same manner as to

Shareholders not participating in the Plan.

12 ALLOTMENT OF ADDITIONAL SHARES TO YOU

MOVE will issue or transfer Additional Shares

to you

12.1 MOVE will, on the day that it would have

otherwise paid a relevant dividend to you, issue

or transfer to you the number of Additional

Shares calculated in accordance with

paragraph 9.

Terms of issue and ranking of Additional

Shares

12.2 Additional Shares issued or transferred to you

and other Participating Shareholders under the

Plan will be issued or transferred on the terms

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

termination, suspension and modification set

out in paragraph 15, will not be issued on any

other terms and will all be subject to the same

rights as each other.

12.3 Additional Shares will, from the date of issue

or transfer to you, have the same rights as

and rank equally in all respects with Additional

Shares issued or transferred to all other

Participating Shareholders and with all other

Shares on issue as at that date.

MOVE LOGISTICS GROUP LIMITED

DIVIDEND REINVESTMENT PLAN

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14

13 SOURCE OF ADDITIONAL SHARES
Additional Shares may, at the Board’s discretion,

be:

a new Shares issued by MOVE;

b existing Shares acquired by MOVE or a

nominee or agent of MOVE; or

c any combination of new Shares and

existing Shares.

14 MOVE WILL PROVIDE YOU WITH STATEMENTS

ABOUT YOUR PARTICIPATION IN THE PLAN

If you elect to participate in the Plan, MOVE

or the Registrar will send to you, as soon as

practicable after each date on which MOVE

pays a dividend on Shares (other than a

dividend where the Plan does not operate in

respect of your Participating Shares) (“Payment

Date”), a statement detailing:

a the number of Shares in your name on the

Share register on the relevant Record Date;

b the number of your Participating Shares on

the relevant Record Date;

c the amount of:

i your dividend reinvested in Additional

Shares; and

ii your dividend paid in cash on the

Shares which were not Participating

Shares (if applicable);

d the amount of any tax deduction or

withholding made;

e the number of Additional Shares issued

or transferred to you under the Plan on

the Payment Date and the price of those

Additional Shares, including the discount

(if any), determined by the Board under

paragraph 9;

f the amount of any imputation or other

taxation credits; and

g such other matters required by law

with respect to dividends and/or the

reinvestment of dividends under the Plan.

15 TERMINATION, SUSPENSION AND MODIFICATION

BY MOVE

Termination or modification by MOVE

15.1 The Board may at any time in its sole discretion:

a terminate, suspend or modify the

Plan. If the Plan is modified, then a

Participation Election will be deemed to

be a Participation Election under the Plan

as modified unless that Participation

Election is varied or withdrawn by you in

accordance with paragraph 16; or

b suspend the operation of the Plan so that

it will not apply in whole or part to any

dividends or distributions; or

c resolve that participation will not apply in

whole or part to any dividend and that the

balance of the dividend (as the case may

be) will be paid in cash; or

d resolve, in the event of the subdivision,

consolidation or reclassification of the

Shares into one or more new classes of

Shares, that a Participation Election will

be deemed to be a Participation Election

in respect of the Shares as subdivided,

consolidated or reclassified unless such

Participation Election is subsequently

varied or withdrawn by you in accordance

with paragraph 16; or

e resolve that a Participation Election will

cease to be of any effect; or

f resolve that Additional Shares may be

acquired at a discount to the market price

of Shares in accordance with paragraph 9;

MOVE LOGISTICS GROUP LIMITED

DIVIDEND REINVESTMENT PLAN

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g determine that Shareholders in specific
jurisdictions outside New Zealand and

Australia may participate in the Plan; or

h determine that the Plan may be

underwritten on such terms as agreed

between MOVE and an underwriter.

15.2 The Board and MOVE will not be liable to you,

and you will have no claim of any nature

against the Board or MOVE, for or in connection

with any action, decision or resolution under

paragraph 15.1.

MOVE will provide notice of any termination,

suspension or modification

15.3 Subject to paragraph 15.4, notice of any

termination or suspension by MOVE under

paragraph 15.1 will be given by way of

an announcement to NZX. Notice of any

modification of the Plan under paragraph 15.1

will be sent to all Participating Shareholders.

When no notice required

15.4 Notwithstanding any provision in these Terms

and Conditions, MOVE may at any time, without

the need for any notice:

a modify the Plan to comply with the

Constitution, the NZX Main Board Listing

Rules or any law; and

b make minor amendments to the Plan

where such amendments are of an

administrative or procedural nature.

16 VARIATION OR TERMINATION BY YOU

16.1 You may, at any time, by making a valid

Participation Election in accordance with

paragraph 5:

a increase or decrease the number of

Participating Shares; or

b terminate your participation in the Plan.

16.2 Such variation or termination will take effect

from the first Record Date after the Participation

Election is received by the Registrar. A properly

completed Participation Election will need to be

received by the Registrar prior to 5.00pm New

Zealand time on the relevant Record Date for

the variation or termination to be effective in

respect of dividends payable in relation to that

Record Date.

17 DEATH OF PARTICIPATING SHAREHOLDER

If a Participating Shareholder dies, participation

in the Plan by that Shareholder will cease on

receipt by MOVE of a notice of death in a form

acceptable to Death of one of two or more joint

Participating Shareholders will not automatically

terminate participation in the Plan.

18 REDUCTION OR TERMINATION OF

PARTICIPATION WHERE NO NOTICE GIVEN

Dispositions where partial participation

18.1 If you elect to participate in the Plan in respect

of some but not all your Shares and you dispose

of some of your Shares then, unless you notify

the Registrar otherwise in writing:

a the Shares disposed of will be deemed

to be Shares which are not Participating

Shares; and

b if the number of Shares disposed of is

greater than the number of your Shares

which are not Participating Shares, the

balance will be attributed to Participating

Shares.

MOVE LOGISTICS GROUP LIMITED

DIVIDEND REINVESTMENT PLAN

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18

Partial dispositions where full participation
18.2 If you elect full participation in the Plan and you

dispose of part of your holding of Shares without

giving the Registrar written notice terminating

your participation in the Plan in accordance

with paragraph 16.1(b), the Plan will only apply

in respect of the number of Shares held by you

on each relevant Record Date following that

disposal.

Dispositions of all Shares

18.3 If you dispose of all of your holding of Shares

you will be deemed to have terminated

participation in the Plan from the date MOVE

registers a transfer of those Shares.

19 TAXATION

19.1 The statements below in relation to taxation

reflect the relevant New Zealand and Australian

tax law as at the date this Offer Document

was prepared and, as such, are subject to

any change in New Zealand or Australian

taxation laws. It is intended as a general guide

only and is not an authoritative or complete

statement of all potential tax implications for

each Shareholder. Taxation is a complex area

of law and the taxation consequences for each

Shareholder may differ depending upon their

particular circumstances. Accordingly, you

should consult your own tax adviser as to the

taxation implications of participating in the Plan.

MOVE does not accept any responsibility for the

financial or taxation effects of your participation

or non- participation in the Plan.


New Zealand Shareholders

19.2 For New Zealand tax purposes, a New Zealand

resident Participating Shareholder should be

treated in the same way as if the Participating

Shareholder did not participate in the Plan.

This means that the Participating Shareholder

will derive a dividend of the same amount

that the Participating Shareholder would have

derived if the Participating Shareholder had not

participated (i.e. the Participating Shareholder

will be treated as receiving a dividend from

MOVE which is then applied to purchase or

subscribe for Additional Shares).

19.3 Accordingly, unless the New Zealand

Shareholder notifies MOVE that the Shareholder

holds a resident withholding tax (“RWT”)

exemption certificate, the dividend (including

any attached imputation credits) will be subject

to RWT which may be deducted at source

by MOVE (and therefore reduces the amount

applied to purchase or subscribe for Additional

Shares).

If MOVE deducts RWT at source, as at the date

of this Offer Document, RWT will be deducted

at the rate of 33% with an allowance for any

attached imputation credits.

19.4 The New Zealand Shareholder will need to

return the dividend (including any attached

imputation credits and before any RWT has

been deducted) as assessable income, which

will be taxable to the New Zealand Shareholder

at the Shareholder’s personal marginal tax

rate. Any attached imputation credits or RWT

deducted will be creditable against New

Zealand taxes payable.


MOVE LOGISTICS GROUP LIMITED

DIVIDEND REINVESTMENT PLAN

21

20

Australian Shareholders
19.5 For Australian tax purposes, an Australian

resident Participating Shareholder should be

treated in the same way as if they had not

participated. This means that the Australian

resident Participating Shareholder should derive

a dividend of the same amount that they would

have derived if they had not participated (i.e.

the Australian resident Participating Shareholder

should be treated as receiving a dividend from

MOVE which is then applied to purchase or

subscribe for Additional Shares).

19.6 For an Australian resident Participating

Shareholder, the gross dividend (including any

withholding tax deducted in New Zealand)

should generally be assessable to the Australian

resident Participating Shareholder at its

respective tax rate. The Australian resident

Participating Shareholder may be entitled to a

foreign income tax offset for any withholding tax

deducted in New Zealand.

19.7 Where a dividend is paid to an Australian

resident Participating Shareholder it will

be subject to New Zealand non-resident

withholding tax (“NRWT”) which is deducted at

source by MOVE (and therefore reduces the

amount applied to purchase or subscribe for

Additional Shares). As at the date of this Offer

Document, NRWT will generally be deducted at

the rate of 15%. However, where the dividend is

fully imputed and the Australian Shareholder

holds less than 10% of the shares and voting

interests in MOVE, the impact of NRWT may

effectively be negated by MOVE paying the

Australian resident Participating Shareholder

a supplementary dividend in addition to the

dividend paid to all shareholders.

19.8 To the extent the Australian Shareholder has

a direct voting interest in MOVE of 10% or more

and the dividend is fully imputed, the rate of

NRWT will be 0%.

19.9 The Australian tax implications of the future

sale of Additional Shares acquired by an

Australian resident Participating Shareholder will

depend on the particular circumstances of that

Shareholder. For Australian capital gains tax

purposes, the cost base of the Additional Shares

should include the amount of the dividend

(and any supplementary dividend) applied to

acquire the Additional Shares.

19.10 The Australian and New Zealand tax

consequences for an Australian resident

company Participating Shareholder holding 10%

or more of the shares in MOVE may differ to the

consequences described above.

Other non-resident Shareholders

19.11 Where the dividend is paid to non-New Zealand

resident Shareholders, it will be subject to

NRWT which is deducted at source by MOVE

(and therefore reduces the amount applied to

purchase or subscribe for Additional Shares).

19.12 The rate at which NRWT is imposed will depend

on the extent to which imputation credits

are attached to a dividend and whether the

Shareholder is tax resident in a country which

has entered into a tax treaty with New Zealand.

As at the date of this Offer Document, generally,

NRWT is deducted at the rate of:

a 15%, or 0% if the tax rate applicable after

applying any relevant tax treaty would be

less than 15%, to the extent that a dividend

is fully imputed; or

b 30%, or the tax rate applicable after

applying any relevant tax treaty, to the

extent that a dividend is not fully imputed.

MOVE LOGISTICS GROUP LIMITED

DIVIDEND REINVESTMENT PLAN

23

22

19.13 Depending on the extent to which a dividend
is imputed, the impact of NRWT may effectively

be mitigated by MOVE paying a supplementary

dividend in addition to the dividend paid to all

Shareholders.

19.14 To the extent the non-New Zealand resident

Shareholder has a direct voting interest in MOVE

of 10% or more and the dividend is fully imputed,

the rate of NRWT will be 0%.

20 COSTS

There are no charges for participation in or

withdrawal from the Plan. No brokerage or

commission costs will be incurred in respect of

the acquisition of Additional Shares.

21 STOCK EXCHANGE QUOTATION

MOVE 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 does not accept any

responsibility for any statement in this Offer

Document.

22 GOVERNING LAW

This Offer Document, the Plan, and its operation,

will be governed by the laws of New Zealand. By

electing to participate in the Plan you submit to

the exclusive jurisdiction of the Courts of New

Zealand.

23 OTHER INFORMATION

You may obtain from MOVE, free of charge,

MOVE’s most recent annual report and financial

statements (including the auditor’s report on

those financial statements) by contacting MOVE

at the address set out in the Directory, or by

electronic means from MOVE’ website:

www.movelogistics.com

MOVE LOGISTICS GROUP LIMITED

DIVIDEND REINVESTMENT PLAN

25

24

GLOSSARY
“ADDITIONAL SHARES” means the additional Shares to

be issued or transferred to Participating Shareholders

under the Plan.

“MOVE” means MOVE Logistics Group Limited.

“BOARD” means the board of directors of MOVE.

“CONSTITUTION” means the constitution of MOVE.

“NZX MAIN BOARD” means the Main Board equity

security market operated by NZX.

“NZX MAIN BOARD LISTING RULES” means the Main

Board listing rules of NZX.

“NZX” means NZX Limited.

“OFFER DOCUMENT” means this document which sets

out the Terms and Conditions of the Plan.

“PARTICIPATING SHAREHOLDER” means a Shareholder

who has validly elected to participate in the Plan.

“PARTICIPATING SHARES” means the Shares held

by a Participating Shareholder (registered in the

Participating Shareholder’s name on the Share

register) in respect of which the Participating

Shareholder has validly elected to participate in the

Plan.

“PARTICIPATION FORM” means the participation form

to elect to participate in the Plan.

“PLAN” means MOVE’ Dividend Reinvestment Plan

on the Terms and Conditions set out in this Offer

Document, as amended from time to time.

“RECORD DATE” means 5.00pm New Zealand time on

the date fixed by MOVE for determining entitlements

to a dividend.

“REGISTRAR” means Link Market Services Limited.

“SHAREHOLDER” means a holder of one or more

Shares from time to time.

“SHARES” means fully paid ordinary shares in MOVE.

PARTICIPATION FORM

DIVIDEND REINVESTMENT PLAN

Do not complete this form if you wish to continue to receive in cash any dividends declared in respect of all of your Shares in

MOVE Logistics Group Limited (“MOVE”).

MOVE has a Dividend Reinvestment Plan (the “Plan”). Full details of the Plan are set out in the Offer Document dated 28 August

2018. Capitalised terms not defined in this Participation Form have the meaning given to those terms in the Glossary of the

Offer Document. If you wish to reinvest all or part of your MOVE dividends under the Plan, complete and return this form in the

enclosed reply-paid envelope or email the completed form to operations@linkmarketservices.co.nz

Alternatively, you may make your Participation Election, or vary an existing Participation Election online by visiting

https://investorcentre.linkmarketservices.co.nz. (Online election is not available for Shareholders who hold Shares jointly.)

Name(s)

Address

CSN/Holder number Daytime phone:

In terms of MOVE’s Dividend Reinvestment Plan, I/we wish to participate in the Plan and request: (Choose one option only)

a) Full participation in the Plan for all my Shares I/we may hold from time to time

OR

b) Partial participation in the Plan, for the number of Shares stated. Please specify number of Shares:

Joint holders must each sign. Companies must execute by an authorised officer or attorney. If signed by an attorney, a

certificate of non-revocation must accompany this form, and the relevant authority must either have been provided previously

to the Registrar or accompany this form.

I/We acknowledge that I/we have received and read a copy of the Offer Document. I/We agree to be bound by the terms and

conditions of the MOVE Dividend Reinvestment Plan set out in the Offer Document dated 28 August 2018 and this form.

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.

Signature of Shareholder(s): Date:

Participation will commence on the first Record Date after receipt by the Registrar of this Participation Form, correctly

completed. Participation will continue to apply until varied or terminated by submitting another Participation Form (available

from the Registrar upon request or on MOVE’s website, www.movelogistics.com), in accordance with the terms and conditions of

the Plan or until the Plan is terminated or suspended by MOVE.

This form may be returned at any time to the Registrar by one of the methods below:

By post to: PO Box 91976, Victoria Street West, By email to:

Auckland 1142, New Zealand operations@linkmarketservices.co.nz



MOVE LOGISTICS GROUP LIMITED

26

MOVE LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN

30

29

DIRECTORY

MOVE LOGISTICS GROUP LIMITED

330 Devon Street East

New Plymouth 4312

New Zealand

Website: www.movelogistics.com

REGISTRAR

Link Market Services Limited

Level 30, PwC Tower

Commercial Bay

15 Customs Street West

Auckland

or

PO Box 91976

Victoria Street West

Auckland 1142

New Zealand

Telephone: +64 9 375 5998

Facsimile: +64 9 375 5990

Website: www.linkmarketservices.co.nz

NEW ZEALAND LEGAL ADVISERS

HARMOS HORTON LUSK LIMITED

Level 33, Vero Centre

48 Shortland Street

Auckland

New Zealand

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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