Release of DRP documentation

NZX Announcement


27 February 2023


Release of DRP documentation
On 20 February 2023, Freightways Limited (Freightways) announced that, in respect of the
upcoming interim dividend for the financial year ended 30 June 2023, the Freightways dividend
reinvestment plan (DRP) would be offered to eligible shareholders at a discount of 2%.
The DRP will only be available to registered shareholders in Australia and New Zealand. Attached
are the following documents being sent to the shareholders in those jurisdictions:
- letter to shareholders, offering them the opportunity to participate in the DRP;
- the DRP plan offer document including further information on the choices shareholders have
in relation to the DRP, and
- the form of Participation Notice.
These documents can also be accessed on Freightways’ website at:
https://www.freightways.co.nz/share-information/dividend-reinvestment-plan/


For further information please contact:
Stephan Deschamps
Chief Financial Officer
Freightways Limited
Ph: +64 9 571 9670

END

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27 February 2023

Dear Shareholder
FREIGHTWAYS LIMITED - DIVIDEND REINVESTMENT PLAN
The Board of Freightways Limited (Freightways) is pleased to advise that it is offering shareholders
access to Freightways’ dividend reinvestment plan (the Plan) for the upcoming interim dividend in
respect of the financial year ended 30 June 2023. Under the Plan, shareholders may elect to reinvest all
or part of their cash dividends in additional Freightways shares. Details of the Plan and a Participation
Notice are enclosed for your information and use, if required.
The Plan provides a convenient method for reinvesting all or part of your dividends in additional
Freightways shares free of brokerage charges. The Board has determined that, for the time being, all
shareholders with registered addresses in New Zealand or Australia are eligible to elect to participate in
the Plan.
As noted above, the Plan will apply to the interim dividend for the financial year ended 30 June 2023,
that is payable on 3 April 2023. The Board has determined that shares issued under the Plan in respect
of the 2023 interim dividend will be issued at a discount of 2% to the Volume Weighted Average Price
(VWAP) of Freightways shares over the 5 business days following the Record Date of 10 March 2023.
The Board will advise shareholders of the price of shares to be issued under the Plan in respect of the
2023 interim dividend on 20 March 2023.
The Board will determine whether the Plan will apply to future dividends, and whether shares issued
under the Plan in respect of future dividends will be issued at a discount, at the time future dividend
payments are determined.
To participate in the Plan, you should:
• Read the Offer Document including the full terms and conditions of the Offer; and

• Apply online by visiting the website of Freightways' share registrar, Computershare Investor
Services: www.investorcentre.com/nz. Once you have logged in, select “My Profile”, then
“Reinvestment Plans” from the lefthand menu. Select Freightways Limited in the holding line
and “Apply” to select your participation level. Further information is available in the
accompanying Offer Document; or

• Complete a participation notice accompanying this letter, and send to the Freightways share
registrar by mail or email. Details are set out in the participation notice.

2

The Participation Notice can be returned or completed online at any time, however, in order to
participate in the Plan for the 2023 interim dividend which is payable on 3 April 2023, your completed
Participation Notice must be received by Freightways' Share Registrar or completed online by not later
than 5.00pm New Zealand time on 13 March 2023.
The Board has resolved that participation notices provided in relation to the plan previously will cease
to be of any effect. If you have previously made an election under a participation notice, you will need
to complete a new Participation Notice or apply online in accordance with the instructions above.
If you would like to continue to receive all of your dividend payments in cash, then do nothing and you
will receive the 2023 interim dividend and all future dividend payments by direct credit unless you elect
to participate in the Plan at a later date.
Please read the enclosed information thoroughly as it describes the Plan and its terms and conditions. If
you have any questions, please contact Computershare Investor Services Limited at Private Bag 92119,
Auckland 1142, New Zealand or drp@computershare.co.nz, or your investment adviser.
Yours sincerely
Mark Cairns
Chairman

---

Freightways Limited
Dividend Reinvestment Plan
This is an Offer Document in respect of Shares offered under the Freightways Dividend
Reinvestment Plan.

2
Freightways operates a Dividend Reinvestment Plan (Plan) that offers Shareholders
the opportunity to directly increase their shareholding in Freightways by agreeing to reinvest all
or a portion of their dividends into new Shares. This document explains how the Plan works.
This document is important. You should read the whole document before making any decisions.
If you do not understand it or are in any doubt as to how to act, you should consult your
financial adviser.
This Offer Document has been prepared as at 27 February 2023. Capitalised terms used in
this Offer Document have the meanings set out in the Glossary on page 16 of this O
ffer
Document.
Contents
Choice 1 3
Choice 2 4
Key Features of the Plan 5
Terms and Conditions 7
Glossary 16

3
Choice 1
Participate in the Plan and reinvest your dividends in further Freightways
Shares
Participation Notice
You should complete a Participation Notice, in
accordance with the instructions on that notice, if
you wish to reinvest the net proceeds of cash
dividends payable or credited on all or some of your
Shares, by acquiring further Shares. The Board has
resolved that participation notices provided in
relation to the plan previously will cease to be of any
effect. If you have previously made an election
under a participation notice, you will need to
complete a new Participation Notice.
If you elect to participate in the Plan, promptly after
each dividend payment date you will be sent a
statement detailing your dividend entitlement, the
number of additional Shares acquired by you under
the Plan and the per-share issue price of each
additional Share which is acquired by you.
The Participation Notice must be delivered to the
Share Registrar either at the address on page 9 or
by scanning it to drp@computershare.co.nz.

Online Participation Notices can be completed by
visiting the website of the Share Registrar,
Computershare Investor Services
www.investorcentre.com/nz. Once you have logged
in, select “My Profile”, then “Reinvestment Plans”
from the lefthand menu. Select Freightways
Limited in the holding line and “Apply” to select your
participation level.
New Zealand registered holders will need their
CSN/Holder number and Authorisation Code (FIN) to
complete the investor validation process if they do
not already have an Investor Centre account.
Level of participation
You can opt for full or partial participation in the
Plan in which all or a portion of the Shares
registered in your name will participate in the Plan.
Full participation
If you tick the full participation box in the
Participation Notice, your participation in the Plan
will cover all Shares registered in your name from
time to time, including your current shareholding
and any future Shares you acquire or that are
allocated to you under the Plan (unless you vary
your participation by providing notice to the Share
Registrar or you sell your total shareholding).
Partial participation
If you insert a number in the partial participation
section of the Participation Notice, this will be
treated as partial participation for the number of
Shares that you insert in the Participation Notice.
Partial participation in the Plan means that the
Terms and Conditions of the Plan will apply, both
now and in the future, but only to the number of
Shares nominated by you now (unless you vary the
number of Participating Shares by providing notice
to the Share Registrar or you sell your total
shareholding).
Variation or termination of participation
If, at a later date, you decide that you wish to vary
your participation in the Plan, simply complete and
deliver an updated Participation Notice to the Share
Registrar at the address on page 9.
If, at a later date, you wish to terminate your
participation in the Plan, you can do so online at
www.investorcentre.com/nz or by completing a
Cancellation Form (available online or from the
Share Registrar upon request).

4



Choice 2
Continue to receive dividends in cash
If you do nothing, you will continue to receive,
automatically by direct credit, the net proceeds of any
cash dividends on your Shares that do not participate
in the Plan. There will be no reinvestment of those
proceeds.
Accordingly, unless you wish to apply for or vary your
participation in the Plan, you do not need to complete
a Participation Notice.
If, at a later date, you decide you do wish to
participate in the Plan, simply complete the
Participation Notice in accordance with the
instructions under Choice 1.

If you need to update your direct credit bank account
for the payment of any dividends, you can do so online
at www.investorcentre.com/nz under ‘My Profile’.
You will need your CSN/Holder number and
Authorisation Code (
FIN) to complete the investor
validation process if you do not already have an
account.
You will still receive a dividend statement by mail or
email advising the amount credited. Direct crediting is
a more secure and immediate way of receiving your
dividend.

5



Key Features of the Plan
About the Freightways Dividend Reinvestment Plan
The Plan provides Shareholders with the opportunity to reinvest the net proceeds of cash dividends
into Shares. This provides Shareholders with the benefit of being able to acquire Additional Shares
in Freightways without the payment of brokerage, commissions or other transaction costs. In
addition, Shares acquired under the Plan may be issued or transferred at a discount to the trading
price of the Shares.
Eligibility
Participation in the Plan is optional and is open to all Shareholders except:
• where Freightways elects not to offer participation under the Plan to Shareholders whose
registered address is outside New Zealand or Australia, which may arise where
Freightways considers that to do so would risk breaching the laws of places outside New
Zealand or Australia or if it would be unreasonable to do so having regard to the associated
costs of ensuring that the laws of those places are complied with; and
• in relation to a particular Shareholder to the extent Freightways has a lien or charge over
the Shares of a Shareholder in accordance with Freightways’ Constitution or other
requirements of law.
Options for participation
Participation in the Plan is optional. If you wish to participate in the Plan, you may elect to
participate in respect of all or some of your Shares.
If you do not wish to participate in the Plan, you are not required to do anything and you will continue
to receive your entitlement to dividends in cash.
To participate in the Plan you must complete the Participation Notice which accompanies this Offer
Document in accordance with the instructions on that notice and the Terms and Conditions.
Previous participation notices are of no effect
The Board has resolved that participation notices provided in relation to the plan previously will
cease to be of any effect. If you have previously made an election under a participation notice, you
will need to complete a new Participation Notice.
Timing of participation
Following receipt of your Participation Notice, your participation in the Plan will commence on and
from the next Record Date. Participation in the Plan will then remain effective for all dividends to
which the Plan applies until:
• you alter your participation by lodgement of a new Participation Notice; or

6



• you terminate your participation by lodgement of written notice with the Share Registrar
to this effect; or
• you cease to hold the Shares you have elected to participate in the Plan; or
• the Plan is suspended or terminated by Freightways at its discretion.
Price of Shares
Under the Plan, Additional Shares will be acquired at the market price as determined in accordance
with the Terms and Conditions around the time of issue, or (at the Freightways Board’s discretion)
at a discount to the market price.
For a full explanation of the price at which the Shares will be issued or transferred under the Plan
and how many Shares you will acquire, please refer to the Terms and Conditions.
If you elect to participate in the Plan and you have Participating Shares, details of your total dividend
entitlement and the number of additional Shares issued or transferred to you under the Plan will
be sent to you promptly after each dividend payment date.
Please contact the Share Registrar or email enquiry@computershare.co.nz if you need to change
your contact details.
Allocation of Shares
The Additional Shares will be issued or transferred to you on the date that the relevant dividend is
paid and will rank equally in all respects with all other Shares. Shares can be sold or transferred
at any time following allotment.
Further information
The information above is a summary of the Plan only and should be read in conjunction with the
Terms and Conditions. In the event of any conflict between this summary of the Plan and the Terms
and Conditions, the Terms and Conditions will prevail.
If you have any enquiries or require further information about the Plan, please contact the Share
Registrar. Further information about Freightways, including its current dividend policy, can be
found on its website at www.freightways.co.nz.

7
TERMS AND CONDITIONS
1.INTRODUCTION
1.1 This document (Offer Document) contains the terms and conditions of the Freightways
Limited (
Freightways) Dividend Reinvestment Plan (the Plan). Under the Plan,
Shareholders may elect to reinvest the net proceeds of cash dividends payable or credited
on all or some of their Shares to acquire Additional Shares.
1.2 These terms and conditions (Terms and Conditions) are issued in compliance with the
dividend reinvestment plan exclusion in clause 10 of Schedule 1 to the Financial Markets
Conduct Act 2013.
2.THE OFFER
2.1 Offer to all Shareholders: Subject to these Terms and Conditions, Freightways offers to
all Shareholders the right to elect to participate in the Plan. Freightways will give
Shareholders a reasonable opportunity to accept the Plan.
2.2 Available Options: Shareholders may elect to participate in the Plan by exercising one of
the following options:
(a)Full Participation: If a Shareholder elects full participation, participation in the
Plan will apply to all of that Shareholder’s Shares registered in their name from
time to time until such number of the Shares participating in the Plan is varied
or participation in the Plan is terminated in accordance with clause
8 of these
T
erms and Conditions.
(b)Partial Participation: If a Shareholder elects partial participation, only the
number of Shares nominated by that Shareholder will participate in the Plan, as
varied from time to time in accordance with clause
8 of these Terms and
Conditions. However, if at the relevant Record Date the number of Shares held
by a Shareholder is less than the number of Participating Shares, the provisions
of the Plan will only apply to such lesser number of Shares (provided the number
of Shares held by that Shareholder generate a dividend equal to or above the
market price (as determined in accordance with these Terms and Conditions) of
one Share at the relevant Record Date).
(c)Non-Participation: If you do not wish to participate and you wish to receive any
dividends in cash you are not required to do anything. Normal cash dividen
d
p
ayments will be paid out to those Shareholders not participating in the Plan and
on a Participant’s Non-Participating Shares, and will not be reinvested in further
Shares.

8
2.3 Ability to Exclude Overseas Shareholders:
(a)No action has been taken to permit the offer of the Plan in any jurisdiction
outside New Zealand and Australia. The distribution of this document in a
jurisdiction outside New Zealand and Australia may be restricted by law and
persons who come into possession of it (including nominees, trustees or
custodians) should seek advice on and observe any such restrictions.
(b)Freightways may, in its absolute discretion, elect not to offer participation under
the Plan to Shareholders whose registered address is outside New Zealand or
Australia if Freightways considers that to do so would:
(i)risk breaching the laws of places outside New Zealand or Australia; or
(ii)if it would be unreasonable having regard to the associated costs of
ensuring that the laws of those places are complied with. The Boar
d
m
ay, in its sole discretion, elect to amend this policy at any time.
(c)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.
2.4 Warranty:
(a)Any person residing outside New Zealand and Australia who participates in the
Plan through a New Zealand or Australian resident nominee will be deemed to
represent and warrant to Freightways that they can lawfully participate through
their nominee.
(b)Freightways accepts no responsibility for determining whether a Shareholder i
s
a
ble to participate in the Plan under laws applicable outside of New Zealand or
Australia.
2.5 Exclusion where Liens or Charges over Shares: Any Shares over which Freightways has
a lien or charge in accordance with the Constitution or other requirements of law will not
be eligible to participate in the Plan.
3.METHOD OF PARTICIPATION
3.1 Participation Notice: To participate in the Plan, a Shareholder must either:
(a)complete the Participation Notice which accompanies this Offer Document in
accordance with the instructions on that notice and forward or email the
Participation Notice in accordance with the instructions below:

9
forward the completed Participation
Notice to:
Freightways Limited Share Registrar
C/- Computershare Investor Services
Limited
Level 2, 159 Hurstmere Road
Takapuna
Private Bag 92119
Auckland 1142
NEW ZEALAND
email a scanned copy of the
completed Participation Notice to:
drp@computershare.co.nz.
(b)complete an online Participation Notice by visiting the website of the Share
Registrar, Computershare Investor Services at www.investorcentre.com/nz.
Once you have logged in, select “My Profile”, then “Reinvestment Plans” from
the lefthand menu. Select Freightways Limited in the holding line and “Apply
”
to select your participation level.
(c)Shareholders who subsequently decide that they would like to participate in the
Plan can request a Participation Notice from the Share Registrar at the address
or email above.
(d)If the Participation Notice does not indicate the degree of participation or
indicates a degree of participation in excess of the number of Shares then held
by that Shareholder, it will be deemed to be an application for full participation
provided the Participation Notice is otherwise correctly completed and signed.
(e)If a correctly completed Participation Notice is received by the Share Registrar
before 5pm (New Zealand time) on an Election Date, participation in relation to
the net proceeds of cash dividends payable or credited will commence on that
Election Date, otherwise participation will commence on the first Election Date
after receipt, subject to any termination of the Plan becoming effective before
then.
3.2 Holder Number and Common Shareholder Number (CSN): A separate Participation
Notice must be given by a Shareholder in respect of each holding of Shares identified by
a separate Holder Number or CSN.
3.3 Time when Participation Effective: Participation will be effective as to net proceeds of cash
dividends payable or credited at 5.00pm New Zealand time on the first Record Date which
occurs after receipt by Freightways of a properly completed Participation Notice or, if your
Participation Notice is received after a Record Date but before 5:00pm on an Election
Date, from the Record Date immediately preceding that Election Date.

10
4.1 Formula for Calculation of Additional Shares: The number of Additional Shares to be
acquired by a Participant in return for a cash dividend will be calculated in accordance
with the following formula:
N =
PS x D
Price
Where:
N = is the number of Additional Shares that you will receive.
PS is the number of Participating Shares.
D is the net proceeds per Share from Freightways (expressed in cents and decimals of
cents, including any supplementary dividends in respect of Participating Shares payable
to non-resident Shareholders but excluding any tax credits and after deduction of any
resident and non-resident withholding (or other) taxes, if any) of cash dividends payable
or credited on that Share that would otherwise have been paid to a Shareholder in cash if
the Shareholder had not elected to participate in the Plan.
Price is the volume weighted average sale price in New Zealand dollars (expressed in
cents and decimals of cents) for a Share calculated on all price setting trades of Shares
which took place through the NZX Main Board over a period of five trading days
immediately following the Record Date less a discount (if any) as determined at the
discretion of the Board from time to time. If no sales of Shares occur during those five
trading days, then the average of the volume weighted average sale price will be deemed
to be the sale price for a Share on the last price setting trade of Shares which took place
after such trading days as determined by NZX.
Any volume weighted average sale price so determined may be reasonably adjusted by
Freightways to allow for any bonus issue or dividend or other distribution expectation. If,
in the opinion of the Board, any exceptional or unusual circumstances have artificially
affected the volume weighted average sale price so determined, Freightways may make
such adjustment to that sale price as it considers reasonable. The determination of the
price of the Additional Shares by the Board, or by some other person nominated by the
Board, will be binding on all Shareholders with Participating Shares.
4.2 Fractional Shares:
(a)Where the number of Additional Shares to be acquired by a Participant
calculated under clause 4.1 is not a whole number, the number of Additional
Shares acquired by that Participant will be rounded (up or down, as applicable)
to the nearest whole number except that if the fraction is one half, the number
of Shares issued or transferred will be rounded up to the nearest whole number.
4.ADDITIONAL SHARE ENTITLEMENT

11
(b)Any net proceeds per Share (being those described in the definition of “D” on in
clause 4.1) that are not applied to acquire a part of an additional Share because
of the operation of clause 4.2(a) above shall be retained by Freightways for its
sole benefit and will not be refunded or paid to a Participant nor held by
Freightways or the Share Registrar on behalf of a Participant.
4.3 Share Price Information Publicly Available: Freightways will ensure that, at the time the
price for the Additional Shares is set under clause
4.1, it will have no information that is
not publicly available that would, or would be likely to, have a material adverse effect on
the realisable price of the Shares if the information was publicly available.
4.4 Compliance with Laws, NZX Listing Rules and Constitution:
(a)The Plan will not operate in relation to a dividend to the extent that the allotment,
issue or transfer of Additional Shares under the Plan would breach any
applicable law, the NZX Listing Rules or any provision of the Constitution.
(b)If and to the extent that the Plan does not operate for such reason in respect
of
a
Participant’s Participating Shares, the relevant dividend on Participating
Shares will, until such time as the issue is resolved, be paid or distributed to tha
t
P
articipant in the same manner as to Shareholders not participating in the Plan.
5.OPERATION OF THE PLAN
5.1 Issue or transfer of Additional Shares: Freightways will, on the day that a Participant
w
ould otherwise have been paid a dividend, issue or transfer the Additional Shares to that
Participant in accordance with clause
4.
5.2 Terms of Issue and Ranking of Additional Shares: Additional Shares issued or transferred
to Participants under the Plan will be acquired on the terms set out in this Plan, and
subject to termination, suspension and modification set out in clause
8.1, will not be
acquired on any other terms and will all be subject to the same rights as all other
Additional Shares. The Additional Shares issued or transferred to Participants under the
Plan will, from the date of acquisition, rank equally in all respects with each other and
with all other Shares on issue as at that date.
6.SOURCE OF ADDITIONAL SHARES
6.1 Additional Shares to be acquired by Participants under the Plan may, at the Board’s
discretion, be:
(a)new Shares issued by Freightways;
(b)existing Shares acquired by Freightways or a nominee or agent of Freightways;
or

12
(c)any combination of (a) and (b) above.
7.STATEMENT TO PARTICIPANTS
7.1 Subject to these Terms and Conditions, Freightways or the Share Registrar will send to
each Participant, as soon as practicable after each Dividend Payment Date, a statement
detailing in respect of that Participant:
(a)the number of Participating Shares of the Participant as at the relevant Record
Date;
(b)the amount of cash dividend reinvested in respect of Participating Shares and
the amount of dividend paid in cash on the Non-Participating Shares (if
applicable);
(c)the amount of any tax deduction made;
(d)the number of additional Shares acquired by the Participant under the Plan on
the relevant dividend payment date and the per-share issue price of those
additional Shares;
(e)advice as to the amount of any taxation credits; and
(f)such other matters as are required by law with respect to dividends and/or their
reinvestment.
8.TERMINATION, SUSPENSION AND MODIFICATION
8.1 The Board’s Discretion: The Board may, in its sole discretion, at any time:
(a)terminate, suspend or modify the Plan. If the Plan is modified, then a
Participation Notice given prior to such modification will be deemed to be a
Participation Notice under the Plan as modified unless that Participation Notice
is withdrawn by the Participant in accordance with clause 8.4; or
(b)resolve that participation in the Plan will not apply to the whole or part to the net
proceeds of any cash dividend and that the whole or applicable part will be paid
in cash and will not be reinvested; or
(c)resolve that in the event of the subdivision, consolidation or reclassification of
the Shares into one or more new classes of shares, that a Participation Notice
given in respect of Shares will be deemed to be a Participation Notice in respect
of the shares as subdivided, consolidated or reclassified unless such
Participation Notice is subsequently changed or withdrawn by the Participant;
or

13
(d)resolve that a Participation Notice will cease to be of any effect; or
(e)determine that Additional Shares may be acquired by Participants at a discoun
t
t
o the market price of Shares in accordance with clause 4.1, adjust the level of
any discount or determine that no such discount will apply; or
(f)determine that Shareholders in specific jurisdictions outside New Zealand and
Australia may participate in the Plan; or
(g)determine that the Plan may be underwritten on such terms agreed between
Freightways and an underwriter.
8.2 Prior Notice: Notice of any termination, suspension or modification of the Plan under
clause
8.1 will be given to all Participants via market announcement. However, no such
modification or termination by Freightways under clause 8.1(a) will be made during the
period commencing on a date 21 days before a Record Date for the purposes of
determining entitlement to a dividend and ending on the date of payment of that dividend.
8.3 When No Notice Required: Notwithstanding clause 8.1, Freightways may at any time,
without the need of any notice:
(a)modify the Plan to comply with the Constitution, the NZX Listing Rules, or any
applicable law; and
(b)make minor amendments to the Plan where such amendments are of an
administrative or procedural nature.
8.4 Variation or Termination by a Participant: A Participant may, at any time:
(a)increase or decrease the number of Participating Shares by completing and
sending a new Participation Notice to the Share Registrar; or
(b)terminate the Participant’s participation in the Plan by written notice to that
effect to the Share Registrar
.
S
uch variation or termination will take effect immediately upon receipt by the Share
Registrar of the new Participation Notice or the written termination notice, as the case
may be. Written notice of the variation or termination should be sent to the Share
Registrar.
8.5 Death of Participant: If a Participant dies, participation by that Participant will cease upon
receipt by the Share Registrar of a notice of death in a form acceptable to Freightways.
Death of one of two or more joint Participants will not automatically terminate
participation.

14
9.REDUCTION OR TERMINATION OF PARTICIPATION WHERE NO NOTICE GIVEN
9.1 Dispositions where Partial Participation: Where a Participant in respect of some but not
all its Shares, disposes of some of its Shares then, unless the Participant notifies
Freightways otherwise in writing:
(a)the Shares disposed of will be the Participant’s Non-Participating Shares; and
(b)if the number of Shares disposed of is greater than the number of th
e
P
articipant’s Shares not nominated for participation in the Plan, the balance will
be attributed to Participating Shares.
9.2 Partial Dispositions where Full Participation: If a Participant with full participation
disposes of part of its holding of Shares without giving the Share Registrar written notice
terminating the Participant’s participation in the Plan in accordance with clause
8.4(a) or
8.4(b), the Participant will be deemed to have terminated its participation in the Plan with
respect to the Shares disposed of by it from the date Freightways registers a transfer of
those Shares.
9.3 Dispositions of all of Shares: If a Participant disposes of all of its holding of Shares without
giving the Share Registrar written notice terminating the Participant’s participation in the
Plan in accordance with clause
8.4(b), the Participant will be deemed to have terminated
participation in the Plan from the date Freightways registers a transfer of those Shares.
10.TAXATION
10.1 New Zealand and Australian tax: For New Zealand and Australian tax purposes,
Shareholders who reinvest the net proceeds of their cash dividends to acquire Additional
Shares via participation in the Plan should be taxed in the same way as if they had not
participated. This means that Shareholders who participate in the Plan should have
taxable dividend income of the same amount that they would have derived had they not
participated.
10.2 General summary only: The taxation summary above is based on New Zealand and
A
ustralian taxation laws as at the date of this Offer Document and is, of necessity, general.
It does not take into account the circumstances of individual Shareholders and the specific
tax consequences to them of participation or non-participation in the Plan, which may vary
considerably. Shareholders (New Zealand, Australian and non-resident Shareholders)
should not rely on this general summary but should seek their own tax advice.
Freightways does not accept any responsibility for the financial or taxation effects of a
Shareholder’s participation or non- participation in the Plan.

15
11.1 No charges or brokerage: There are no charges for participation or withdrawal from the
Plan or changing the number of Shares nominated by Participants that will participate in
the Plan. No brokerage or commission costs will be payable by Participants in respect of
the Additional Shares they receive under the Plan.
12.STOCK EXCHANGE QUOTATION
12.1 Quotation of Additional Shares: Freightways will apply for quotation of the Additional
Shares which may be issued under the Plan on the NZX Main Board. It is expected that
such Additional Shares will be quoted on the NZX Main Board on the completion of
allotment procedures. However, NZX accepts no responsibility for any statement in this
Offer Document.
13.Information for Australian Shareholders
13.1 The offer of Shares under the Plan does not require disclosure for the purposes of chapter
6D.2 of the Corporations Act 2001 (Cth) as Freightways is relying on the exemption under
section 708(13) of the
Corporations Act 2001 (Cth). Accordingly, this Offer Document will
not be lodged with the Australian Securities and Investments Commission.
13.2 Australian resident Shareholders should note that Freightways 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 issue of Shares 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 proposed offer from an independent person who is licensed by
the Australian Securities and Investments Commission to give such advice.
14.GOVERNING LAW
14.1 New Zealand law: This Offer Document and the Plan, and its operation, will be governed
by the laws of New Zealand.
15.ANNUAL REPORT AND FINANCIAL STATEMENTS
15.1 Copies of documents: Copies of Freightways' most recent annual report and financial
statements complying with generally accepted accounting practice that are prepared for
the most recently completed accounting period and a copy of the auditor's report on those
financial statements may be obtained at Freightways' website freightways.co.nz/investor-
relations/ or free of charge on request from:
The Company Secretary
Freightways Limited
PO Box 92111
Victoria Street West
Auckland 1140
New Zealand
Phone: +64 9 571 9670
Fax: +64 9 571 9671
11.COSTS

16


GLOSSARY
Additional Shares The additional Shares to be acquired by Participants pursuant to the Plan.
Board The board of directors (as defined in and acting in accordance with the
Constitution or their delegate (if any)), of Freightways.
Constitution The constitution of Freightways as amended from time to time.
Dividend Payment
Date
The date on which Freightways pays a dividend in respect of the Shares.
Election Date The date, in respect of each Record Date, that is the first trading day after the
Record Date or such later date as may be set by the Board and advised to NZX.
Freightways Freightways Limited, New Zealand company number 1255822, having its
registered office at 2nd Floor, Freightways House, 32 Botha Road, Penrose,
Auckland.
Non-Participating
Shares
Shares in respect of which no election to participate in the Plan has been made
by a Participant at the Record Date.
NZX NZX Limited.
NZX Listing Rules The NZX Listing rules from time to time.
NZX Main Board The main board equity security market operated by NZX.
Offer Document This booklet which sets out the terms and conditions of the Plan.
Participant A Shareholder who has elected to participate in the Plan.
Participating Shares Shares in respect of which an election to participate in the Plan has been made
by a Participant at the Record Date.
Participation Notice The participation notice in the form that accompanies this Offer Document or
such other form, written or electronic as approved by Freightways from time to
time.
Plan Freightways Dividend Reinvestment Plan established by the Board on the terms
and conditions set out in this Offer Document, as amended from time to time.
Record Date The date on which Freightways' register of Shareholders is closed in order to
determine entitlement to a dividend.
Share Registrar Computershare Investor Services Limited.
Shareholders Holders of Shares.
Shares Fully paid ordinary shares in Freightways held at any given time.
Terms and Conditions Terms and conditions of this Plan.

17


DIRECTORY
Freightways Limited
2nd Floor, Freightways House
32 Botha Road
Penrose
Auckland 1061
NEW ZEALAND
Share Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Private Bag 92119
Auckland 1142 NEW ZEALAND
Legal Advisers
Mayne Wetherell
Level 5, Bayleys House
30 Gaunt Street
Auckland 1010 NEW ZEALAND

---

FREIGHTWAYS LIMITED DIVIDEND REINVESTMENT PLAN PARTICIPATION NOTICE

Do not complete this notice if you wish to continue receiving in cash all dividends declared in respect of all
your Shares in Freightways Limited (Freightways).
A Dividend Reinvestment Plan (Plan) operates for your Freightways Shares. Full details of the Plan are set out in the Offer Document
dated 27 February 2023. If you wish to reinvest all or part of your dividends, complete and return this Participation Notice.

If you wish to vary your participation at any time in the future, then you will need to complete and return another Participation Notice
to replace your previous instructions. Additional Participation Notices can be obtained from the Freightways' Share Registrar at the
address or email below. Alternatively, you may make your participation election or vary an existing participation election, by visiting
www.investorcentre.com/nz.

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

Personal Details

Name(s)
Address
Email
CSN/Holder Number Daytime phone ( )

Participant Election

In terms of the Freightways’ Dividend Reinvestment Plan, I/We wish to participate in the Plan and request:
(Choose one option only)
Full participation in the Plan for all the Shares I/We may hold from time to time.
or
Partial participation in the Plan, for the following number of Shares I/We may hold from time to time.
Number of shares to participate


Signature
/s

Joint holders must each sign. Companies must execute by an authorised officer or attorney. If signed by an attorney, a
non-revocation declaration must accompany this Notice, and the relevant authority must either have been exhibited
previously to the Share Registrar or must accompany this notice.

Freightways may suspend, vary or terminate your participation, subject to the terms and conditions of the Plan set out in
the Offer Document.

I/We acknowledge receipt of a copy of the Offer Document. I/We agree to be bound by the terms and conditions of the
Dividend Reinvestment Plan set out in the Offer Document dated 27 February 2023. I/We hereby direct that the net
proceeds of all cash dividends I am/we are entitled to be paid or credited in respect of my/our Participating Shares be
applied towards the purchase of Additional Shares in accordance with the Plan. I/We consent to becoming a holder of
Additional Shares. I/We acknowledge that this election will continue to apply until varied or terminated by written notice in
accordance with the terms and conditions of the Plan.

Signature of Shareholder(s) ............................................... date........./............./................

Signature of Shareholder(s)............................................... date........./............../...............


Participation will commence on the first Record Date after receipt by the Share Registrar of this Participation Notice, correctly
completed. If this Participation Notice is returned after a Record Date, but before 5:00pm New Zealand time on an Election Date,
participation will commence from the Record Date immediately preceding that Election Date.

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

By post New Zealand Scan and email

Freightways Limited Share Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Private Bag 92119
Auckland 1142 NEW ZEALAND


drp@computershare.co.nz


You may update your participation election by visiting www.investorcentre.com/nz