Rakon Limited/Announcement
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Rakon Dividend Reinvestment Plan

Dividend22 June 2023RAKInformation Technology

Rakon Limited
T +64 9 573 5554, F +64 9 573 5559

8 Sylvia Park Road, Mt Wellington, Auckland 1060, New Zealand

Private Bag 99943, Newmarket, Auckland 1149, New Zealand

Page 1 of 1 w w w . r a k o n . c o m


23 June 2023

NZX:RAK

Rakon Dividend Reinvestment Plan

Rakon Limited advises that the Board of Directors of Rakon has approved a Dividend

Reinvestment Plan. Documents relating to the newly established Dividend Reinvestment

Plan will be sent to shareholders today.

The Dividend Reinvestment Plan will apply to the FY2023 dividend previously announced on

24 May 2023.

Attached to this announcement is a copy of a letter from the Chair, the Dividend

Reinvestment Plan Offer Document, the Participation Form and the Distribution Notice

recording required details of the dividend and the Dividend Reinvestment Plan. The Offer

Document and the Participation Form will also be available to read or download on Rakon’s

website.

-ends-

Maureen Shaddick

Company Secretary

Rakon Limited


Contact:

Nick Laurent

Investor and Media Relations

nick.laurent@rakon.com

+64 21 240 7541


www.rakon.com


A b o u t Rakon

Rakon is a global high technology company and a world leader in its field. The company designs and manufactures

advanced frequency control and timing solutions. Its three core markets are Telecommunications, Positioning and

Space and Defence. Rakon’s products are found at the forefront of communications where speed and reliability are

paramount. Its products create extremely accurate electric signals which are used to generate radio waves and

synchronise time in the most demanding communication applications.

Rakon has three manufacturing plants, six research and development centres, and sixteen customer support offices

worldwide. Founded in Auckland in 1967, Rakon is proud of its New Zealand heritage. It is a public company listed

on the New Zealand stock exchange, NZX, ticker code RAK.

www.rakon.com

---

Dear Shareholder
In what marks a milestone for Rakon’s fiscal journey, in May the Board announced that Rakon will

commence dividends. Rakon has declared a fully imputed FY23 dividend of 1.5 cents per share.

Alongside this, the Board is introducing a Dividend Reinvestment Plan (Plan) recognising that some

shareholders would prefer the opportunity to increase their investment in Rakon instead of receiving

a cash dividend.

Dividend Reinvestment Plan

The Plan offers you the opportunity to reinvest the net proceeds of all or part of your cash dividends

in additional shares, without paying any brokerage fees.

Participation in the Plan is optional and flexible. If you decide not to participate, you do not need to do

anything, and you will continue to receive all future dividends as cash. If you change your mind about

participation, you can elect to join the Plan at any time.

You can read or download a copy of the Dividend Reinvestment Plan Offer Document at

www.rakon/investors

The price

The Board has decided that the new shares will be issued at a 2% discount to an average market

price at the time entitlements are determined. The Board may review the amount of the discount

(if any) at any time.

How to participate

If you wish to participate in the Plan, you need to:

• Apply online by visiting www.investorcentre.com/nz; or

• Complete the Participation Form and return to Computershare at

drp@computershare.co.nz; or

• Post the Participation Form to the Computershare address set out in the form.

To participate in the Plan for the FY23 dividend, make sure your completed Participation Form is

received by our Registrar, Computershare Investor Services, by 25 July 2023. If you wish to receive

cash dividends, you don’t need to do anything.

Please read the information in the Dividend Reinvestment Plan Offer Document carefully. If you have

any queries about the Plan you should consult your financial adviser or contact Computershare by

emailing drp@computershare.co.nz or by calling 09 488 8777.

Thank you for your continued support of Rakon. We are excited for our future and appreciate that

you’re on the journey with us.

Yours sincerely

Lorraine Witten

Chair

Rakon Dividend Reinvestment Plan

Letter to shareholders

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RAKON LIMITED / 23 JUNE 2023
Dividend

Reinvestment

Plan Offer

Document

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RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023

Rakon’s Dividend Reinvestment

Plan: Your opportunity to acquire

more shares

The Rakon Dividend Reinvestment Plan (the Plan) provides

eligible Shareholders with an opportunity to increase their

investment in Rakon by reinvesting dividends paid on their

ordinary shares in Rakon (Shares) into Additional Shares.

This Offer Document explains how the Plan works. If you wish to

participate in the Plan, you will need to complete the Participation

Form and return it to Rakon’s Registrar, Computershare Investor

Services, or you can make a Participation Election online at

www.investorcentre.com/nz

CONTENTS

Key features of the Plan 3

Options for participation 4

Terms and Conditions 6

Glossary 18

Questions & Answers 20

Directory 23

This is an important document. You should read the whole

document before making any decisions. If you have any

questions or are in any doubt as to what you should do,

please contact your financial adviser. This document is

not investment advice and does not take into account

your personal investment objectives, financial situation or

particular needs.

Key features of the Plan

The information provided in this section (pages 3-5) is a

summary of the Plan only and should be read in conjunction

with the Plan Terms and Conditions (see pages 6-18) of

this Offer Document. In the event of a conflict between this

summary and the Plan Terms and Conditions, the Plan Terms

and Conditions will prevail.

ABOUT THE PLAN

The Plan provides an opportunity for eligible Shareholders to increase

their investment in Rakon by reinvesting eligible dividends paid on their

Shares in Additional Shares, instead of receiving those dividends in cash.

It provides eligible Shareholders with the benefit of being able to

acquire Additional Shares without paying brokerage, commissions or

other transaction costs.

In addition, Shares issued under the Plan may be issued at a discount

to the then current trading price of the Shares on the NZX Main Board.

For the latest dividend information (including Rakon’s Dividend Policy),

refer to the Rakon’s website: rakon.com/investors

ELIGIBILITY

The Plan is only available to Rakon Shareholders who have a

New Zealand or Australian address registered on the Rakon share

register. Rakon has elected not to offer participation under the Plan to

Shareholders who are residents outside of New Zealand or Australia.

This is to avoid the risk of breaking overseas laws and because most

of Rakon’s Shareholders are in New Zealand and Australia, it would be

unduly onerous to ensure compliance with those laws.

HOW TO PARTICIPATE

Participation in the Plan is optional.

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.

If you wish to participate in the Plan, you should read this Offer

Document including the Plan Terms and Conditions carefully (see

pages 6-18). and complete and return the Participation Form to

Rakon’s Registrar, Computershare Investor Services. Or you can make

a Participation Election online at www.investorcentre.com/nz

If you have more than one shareholding in Rakon, you will need to

complete and return a Participation Form, or make an online election,

for each shareholding identified by a separate holder number or CSN.

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RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023

Options for participation

If you wish to participate in the Plan, you may choose one of

the following options for participation.

OPTION A: FULL PARTICIPATION

This means that all of your Shares will be treated as participating in

the Plan for all future dividends to which the Plan applies (unless you

vary your participation in the Plan in accordance with the Plan Terms

and Conditions). This would include the Shares you currently hold, as

well as any Shares acquired in the future, including where issued or

transferred to you under the Plan. Dividends that are payable to you in

respect of your Shares will be reinvested in additional Shares, instead

of being paid in cash.

OPTION B: PARTIAL PARTICIPATION

This means that only the proportion of your Shares nominated by

you (and the dividends paid on them) 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 Plan Terms and

Conditions). You will continue to receive in cash, in the usual way, any

dividends paid on your Shares that are not participating in the Plan.

If the percentage of Shares nominated by you does not result in a

whole number of participating Shares, the number of Shares which

will participate in the Plan will be rounded (up or down, as applicable)

to the nearest whole number – except that if the fraction is one half,

then the number of participating Shares will be rounded up to the

nearest whole number.

If you no longer wish to participate in the Plan, you may terminate your

participation at any time by informing Rakon’s Registrar either online

or by completing and returning a Cancellation Form (available from the

Registrar on request ).

TIMING OF PARTICIPATION

To be effective in respect of a dividend, your properly completed

Participation Form must be received by the Registrar, or your online

election must be completed, on or before 5.00pm (New Zealand

time) on the “Election Closing Date” for that dividend. Any

Participation Form received, or online election completed, after

5.00pm (New Zealand time) on an “Election Closing Date” for a

dividend will be effective only from the next following dividend.

For further details in this respect, please refer to the Plan Terms

and Conditions.

Once you have made a valid election to participate in the Plan, your

participation will continue for all future dividends to which the Plan

applies unless:

• you terminate or vary your participation in the Plan in

accordance with the Plan Terms and Conditions; or

• you cease to hold the Shares you have elected to

participate in the Plan; or

• the Plan is suspended or terminated by the Board, in its

sole discretion.

FLEXIBLE JOINING AND WITHDRAWAL ARRANGEMENTS

Rakon Shareholders can join, vary their participation, or withdraw from

the Plan at any time by making a Participation Election or informing

Rakon’s Registrar of their withdrawal (as applicable) in accordance

with the Plan Terms and Conditions.

Notice of joining, variation, or withdrawal from the Plan received

by Rakon’s Registrar after 5.00pm (New Zealand time) on an

“Election Closing Date” for a dividend will only be effective for the

following dividend.

ALLOCATION OF SHARES

Any additional Shares acquired under the Plan will be issued or

transferred to Participating Shareholders on the date that the relevant

dividend is paid in cash to non-participating Shareholders, and will

rank equally in all respects with all other fully paid Shares on issue as

at that date.

QUOTATION OF SHARES

Shares issued under the Plan will be quoted on the NZX Main Board

upon completion of allotment procedures. Shares acquired under the

Plan can be sold or transferred at any time.

KEEPING TRACK OF YOUR PARTICIPATION

A securities transaction statement will be sent to you after each

Dividend Payment Date.

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RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023

Terms and Conditions

1. INTRODUCTION

The Board of Rakon Limited (“Rakon”) has approved the adoption

of this Rakon Dividend Reinvestment Plan (the “Plan”). Under the

Plan, holders of ordinary Shares in Rakon may elect to reinvest the

net proceeds of eligible cash dividends paid on all or any of their

ordinary Shares in Rakon in further fully paid ordinary Shares in

Rakon (“Additional Shares”).

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 Schedule 8 to the Financial

Markets Conduct Regulations 2014. Accordingly, no product

disclosure statement is required in respect of the Plan.

This Offer Document has been prepared as at 23 June 2023.

Capitalised terms used in these terms and conditions have the

meanings set out in the Glossary to this Offer Document.

2. THE OFFER

2.1 Offer to Eligible Shareholders

Subject to clauses 2.4 to 2.6, Rakon 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:

(a) Full Participation

If you elect full participation, participation in the Plan will

apply to all of your Shares registered in your name from time

to time.

(b) Partial Participation

If you elect partial participation, only the proportion of Shares

nominated by you will participate in the Plan.

If the percentage of Shares nominated by you does not result

in a whole number of Shares, the number of Shares which

will participate in the Plan 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 will be rounded up

to the nearest whole number.

(c) Non-Participation

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.

If a Participation Election does not indicate the level of

participation or indicates a level of participation in excess of the

number of Shares then held by that Shareholder, it will be deemed

to be an application for full participation if the Participation

Election is otherwise correctly completed and signed or submitted

online (as applicable).

2.3 Information for Australian Shareholders

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 ASIC.

Australian resident Shareholders should note that Rakon 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.

2.4 Ability to exclude overseas Shareholders from the Plan

The Board has elected not to offer participation under the Plan to

Shareholders whose registered address is outside New Zealand

or Australia. The Board has adopted that policy on the basis

that to do so would risk breaching the laws of places outside of

New Zealand and Australia and it would be unduly onerous to

ensure that the laws of those places are complied with.

The Board may, in its absolute discretion, elect to amend this policy.

2.5 Overseas Shareholders

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.

Any person residing outside of 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

Rakon that they can lawfully participate in the Plan through

their nominee.

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RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023

Rakon 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 Rakon 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 Election

A Shareholder may elect to participate in the Plan at any time by

making a Participation Election in one of the following ways:

(a) Online election

By visiting the website of Rakon’s Registrar, Computershare

Investor Services:

Log into www.investorcentre.com/nz and select ‘My Profile’.

Then select ‘Reinvestment Plans’ from the left-hand menu.

If you do not have an Investor Centre account, you will need

your CSN/Investor Number and FIN to register. If you don’t

have this information available, you can email

enquiry@computershare.co.nz or phone +64 9 488 8777.

(b) Participation Form

Complete the Participation Form in accordance with the

instructions on that form and forward the completed

Participation Form.

Scan and email to:

drp@computershare.co.nz

Mail:

Rakon Limited

C/- Computershare Investor Services Ltd

Private Bag 92119

Auckland 1142

New Zealand

or

such other person or address as Rakon may determine from

time to time.

Participation Forms can be downloaded from the Rakon

website or Shareholders can request a Participation Form

from the Registrar at the address set out above.


3.2 Holder number and Common Shareholder Number (“CSN”)

A separate Participation Election must be made by a Shareholder

in respect of each holding of Shares identified by a separate

holder number or CSN.

3.3 When participation becomes effective

Participation will be effective as to dividends payable from the first

Record Date after receipt by the Registrar of a properly completed

Participation Election, unless:

(a) a properly completed Participation Election is received after

a Record Date but before 5.00pm (New Zealand time) on

an Election Closing Date, in which case participation will

be effective as to dividends payable from the Record Date

immediately preceding that Election Closing Date; or

(b) the Board notifies Shareholders that Participation Elections

will be effective if they are received by some later date.

Subject to the above, any notice received after 5.00pm

(New Zealand time) on an Election Closing Date for a dividend

will be effective only from the next following dividend.

Participation will continue for all future dividends to which the

Plan applies in accordance with these terms and conditions

(unless you vary or terminate your participation in the Plan in

accordance with these terms and conditions).

4. ADDITIONAL SHARE ENTITLEMENT

4.1 General

Subject to clause 6, the number of Additional Shares to be

acquired by a Shareholder who has elected to participate in the

Plan will be:

(a) based on the net cash proceeds of the dividend the

Shareholder would otherwise have received; and

(b) 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 Additional Shares

Subject to clause 6, the number of Additional Shares to be

acquired by a Participating Shareholder will be calculated in

accordance with the following formula:

(S x D) + B


AS =

___________

Price x (1–E)

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RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023

Where:

AS is the number of Additional Shares which the Participating

Shareholder will receive.

S is the number of Participating Shares.

D is the net proceeds per Share from Rakon in New Zealand

dollars (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 a Shareholder

in cash if the Shareholder had not elected to participate in the Plan.

B is the amount (if any) held on behalf of a Participating

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 Participating Shareholder when the Plan last operated.

Price is the volume weighted average sale price in New Zealand

dollars (expressed in cents and fractions of cents) for a Share

calculated on all price setting trades of Shares which took place

through the NZX Main Board over a period of five Business Days

starting on the “Ex Date”. If no sales of Shares occur during those

five Business Days, then the volume weighted average sale price

will be deemed to be the sale price for a Share on the first price

setting trade of Shares 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 Rakon to allow for any bonus issue

or dividend expectation. If, in the opinion of the Board in its

sole discretion, any exceptional or unusual circumstances have

artificially affected the volume weighted average sale price so

determined, Rakon 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.

E is the percentage discount determined by the Board from time

to time (if any).

The discount determined by the Board (if any) will be announced

by Rakon to Shareholders (through the NZX) not later than 5

Business Days prior to the relevant Record Date.

4.3 Fractional Shares

Where the number of Additional Shares to be acquired by a

Participating Shareholder calculated in accordance with clause 4.2

includes a fraction, the number of Additional Shares to be issued

will be rounded down to the nearest whole number.

Any net proceeds per Share (being those described as “B” and “D”

in clause 4.2) which are not applied to acquire an Additional Share

because of the operation of this clause 4.3, will be held on behalf

of the Participating Shareholder and applied under the Plan on the

Participating Shareholder’s behalf the next time the Plan operates.

The Participating Shareholder will not accrue interest on any such

amount held in accordance with this clause 4.3.

Should the Participating Shareholder:

4.3.1 terminate their participation in the Plan; or

4.3.2 cease to be a Shareholder of Rakon,

any amount of NZ$2.00 or more which, at the time, is held on

behalf of the Participating Shareholder under this clause 4.3 will

be paid in cash to the Shareholder on the next Dividend Payment

Date. Amounts not more than NZ$2.00 which are held on behalf

of the Shareholder will be forfeited.

4.4 Share price information publicly available

At each time the price for Additional Shares is set under clause

4.2, Rakon will ensure that it has 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 were

publicly available.

4.5 Compliance with laws, listing rules and Constitution

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 Rakon’s Constitution.

If and to the extent that the Plan does not operate for such reason

in respect of a Participating Shareholder’s Participating Shares,

the relevant dividend on the Participating Shares will, until such

time as the issue is resolved, be paid or distributed in the same

manner as to Shareholders not participating in the Plan.

5. OPERATION OF THE PLAN

5.1 Additional Shares

Rakon will, on the Dividend Payment Date, either issue or arrange

the transfer of the Additional Shares to which the Participating

Shareholder is entitled in accordance with clause 4.

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RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023

5.2 Terms of issue and ranking of Additional Shares

Additional Shares acquired by 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 clause 8, will not be issued on any other

terms and will all be subject to the same rights as each other.

The Additional Shares acquired by Participating Shareholders

under the Plan will, from the date of issue or transfer, rank equally

in all respects with each other and with all other Shares on issue

as at that date.

6. SOURCE OF ADDITIONAL SHARES

Additional Shares to be acquired by Participating Shareholders

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

(a) new Shares issued by Rakon;

(b) existing Shares acquired by Rakon or a nominee or agent

of Rakon; or

(c) any combination of new Shares and existing Shares.

7. STATEMENT TO PARTICIPATING SHAREHOLDERS

Subject to clause 2, Rakon or its Registrar will send to each

Participating Shareholder, as soon as practicable after each

Dividend Payment Date, a statement detailing in respect of that

Participating Shareholder:

(a) the number of Participating Shares of the Participating

Shareholder as at the relevant Record Date;

(b) the amount of:

(i) the cash dividend reinvested in respect of Participating

Shares; and

(ii) the dividend paid in cash on the Shares not nominated for

participation in the Plan (if applicable);

(c) the amount of any tax deduction or withholding made;

(d) the number of Additional Shares acquired by the Participating

Shareholder under the Plan on the relevant Dividend Payment

Date and the issue price of those Additional Shares, including

the discount (if any), determined by the Board under

clause 4.2;

(e) the amount held on behalf of the Participating Shareholder in

accordance with clause 4.3 (if any);

(f) advice as to the amount of any imputation or other taxation

credits; and

(g) such other matters as are required by law with respect to

dividends and/or their reinvestment.

8. TERMINATION, SUSPENSION AND MODIFICATION

8.1 Termination or modification by Rakon

The Rakon 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 the

Participating Shareholder in accordance with clause 8.4; or

(b) suspend the operation of the Plan so that it will not apply in

whole or part to any dividends; 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 the Participating

Shareholder in accordance with clause 8.4; 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 clause 4.2,

adjust the level of any discount or determine that no such

discount will apply; or

(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 Rakon 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 Participating Shareholders by

providing notification to Shareholders by way of announcement

to NZX.

8.3 When no notice required

Notwithstanding clauses 8.1 and 8.2, Rakon may at any time,

without the need of any notice:

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RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023

(a) modify the Plan to comply with the Constitution, the NZX

Listing Rules or any law; and

(b) make minor amendments to the Plan where such

amendments are of an administrative or procedural nature.

8.4 Variation or termination by a Participating Shareholder

A Shareholder may, at any time:

(a) increase or decrease the proportion of Participating Shares,

by validly completing and sending a Participation Form to the

Registrar or by completing the online election process; or

(b) terminate their participation in the Plan by written notice

to that effect to the Registrar online or by completing a

Cancellation Form (available from the Registrar upon request ).

Such variation or termination will take effect upon receipt by

the Registrar of a properly completed Participation Form or

Cancellation Form, or upon completion of the online variation

or termination process (as applicable), provided that, if the

Participation Form or Cancellation Form is not received by the

Registrar, or the online variation or termination process is not

completed, before 5.00pm (New Zealand time) on an Election

Closing Date, the variation or termination will only be effective for

the next following dividend.

8.5 Death of Participating Shareholder

If a Shareholder participating in the Plan dies, participation by that

Shareholder will cease upon receipt by the Registrar of a notice of

death in a form acceptable to Rakon. Death of one of two or more

joint Shareholders will not automatically terminate participation.

9. REDUCTION OR TERMINATION OF PARTICIPATION

WHERE NO NOTICE GIVEN

9.1 Dispositions where partial participation

Where a Shareholder participating in the Plan in respect of some

but not all of its Shares disposes of some of its Shares then, unless

the Participating Shareholder notifies the Registrar otherwise

in writing, the number of Participating Shares held by that

Participating Shareholder will be reduced proportionately.

9.2 Partial dispositions where full participation

If a Shareholder with full participation disposes of part of its

holding of Shares without giving the Registrar written notice

terminating the Participating Shareholder’s participation in

the Plan in accordance with clause 8.4(b), the Participating

Shareholder will be deemed to have terminated its participation

in the Plan with respect to the Shares disposed of by it from the

date Rakon registers a transfer of those Shares.

9.3 Dispositions of all Shares

If a Participating Shareholder disposes of all of its holding of

Shares without giving the Registrar written notice terminating the

Participating Shareholder’s participation in the Plan in accordance

with clause 8.4(b), the Participating Shareholder will be deemed

to have terminated participation in the Plan from the date Rakon

registers a transfer of those Shares.

10. TAXATION

The statements below are general in nature and reflect the

relevant New Zealand and Australian tax law as at the date of this

Offer Document. The statements below are subject to any change

in New Zealand or Australian taxation laws. The taxation

consequences for each Shareholder may differ depending upon

their particular circumstances. Each Shareholder should consult

their own tax adviser as to the taxation implications of the Plan.

Rakon does not accept any responsibility for the financial or

taxation effects of a Shareholder’s participation or non-

participation in the Plan.

10.1 New Zealand Shareholders

For New Zealand tax purposes, a Participating Shareholder should

be treated in the same way as if they had not participated. This

means that the Shareholder will derive a dividend of the same

amount that they would have derived if they had not participated

(ie, they will be treated as receiving a dividend from Rakon which

is then applied to purchase or subscribe for Additional Shares).

Accordingly, unless the New Zealand Shareholder notifies Rakon

that they have RWT-exempt status, the dividend (including

any attached imputation credits) will be subject to resident

withholding tax (“RWT”) which is deducted at source by Rakon

(and therefore reduces the amount applied to purchase or

subscribe for Additional Shares). RWT will be deducted at the

rate of 33% with an allowance for any attached imputation

credits. For example, RWT will be deducted at the rate of 5%

where a dividend is fully imputed (reflecting company tax paid at

the 28% rate).

If the New Zealand Shareholder is required to report income

information to the Inland Revenue Department, they will need to

confirm that the dividend (including any attached imputation

credits) is included as assessable income in their automatically

generated tax assessment, which will be taxable to the

New Zealand Shareholder at their personal marginal tax rate.

Any attached imputation credits or RWT deducted will be

creditable against New Zealand taxes payable.

1617
RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023

10.2 Australian Shareholders

New Zealand Tax Consequences

For New Zealand tax purposes, an Australian Shareholder should

be treated in the same way as if they had not participated. This

means the Australian Shareholder will be treated as receiving a

cash dividend from Rakon which is then applied to purchase or

subscribe for Additional Shares.

The dividend will be subject to New Zealand non-resident

withholding tax (“NRWT”) which is deducted at source by

Rakon (reducing the amount applied to purchase or subscribe

for Additional Shares). NRWT will generally be deducted at the

rate of 15%. However, where the dividend is fully imputed for

New Zealand tax purposes, the impact of NRWT may effectively

be negated by Rakon paying the Australian Shareholder a

supplementary dividend in addition to the dividend paid to

all Shareholders.

Australian Tax Consequences

For Australian tax purposes, an Australian Shareholder should be

treated in the same way as if they had not participated. The gross

dividend (including any withholding tax deducted in New Zealand)

applied to acquire Additional Shares under the Plan will form part

of an Australian resident Participating Shareholder’s Australian

taxable income and will be assessable at the Australian resident

Participating Shareholder’s marginal tax rate.

The Australian resident Participating Shareholder may be entitled

to a foreign income tax offset for any NRWT in New Zealand.

Where Rakon maintains an Australian franking account balance

and issues a dividend with franking credits attached, franking

credits may be available and claimed as a tax offset in an

Australian Shareholder’s Australian income tax return.

The Australian and New Zealand tax consequences for Australian

resident Shareholders holding greater than 10% of Rakon’s share

capital may differ.

For Australian capital gains tax purposes:

• the cost base of the Additional Shares includes the amount of

the dividend applied to acquire the Additional Shares; and

• the Additional Shares should be treated as being acquired

by the Australian resident Participating Shareholder on the

date that they are issued or otherwise transferred to that

Shareholder by Rakon.

Access to additional capital gains tax characteristics (eg, the

capital gains discount and use of existing tax losses upon an

eventual sale of the Additional Shares) will be dependent

on the individual tax profile of the Australian resident

Participating Shareholder.

10.3 Other non-resident Shareholders

This section applies to Shareholders who are not tax residents of

New Zealand or Australia for the purposes of New Zealand or

Australian taxation law.

Where the dividend is paid to non-New Zealand resident

Shareholders, it will be subject to NRWT which is deducted at

source by Rakon (and therefore reduces the amount applied to

purchase or subscribe for Additional Shares).

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. 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.

Depending on the extent to which a dividend is imputed, the

impact of NRWT may effectively be mitigated by Rakon paying

a supplementary dividend in addition to the dividend paid to

all Shareholders.

11. COSTS

There are no charges for participation or withdrawal from the Plan

or changing the proportion of Shares nominated by you which

will participate in the Plan. Shares acquired under the Plan do not

incur brokerage or commission costs.

12. STOCK EXCHANGE QUOTATION

Rakon 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, the

NZX does not accept any responsibility for any statement in this

Offer Document.

13. GOVERNING LAW

This Offer Document, the Plan, and its operation, will be governed

by the laws of New Zealand.

1819
RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023

14. OTHER INFORMATION

You may obtain free of charge Rakon’s most recent annual report

and financial statements complying with Part 7 of the Financial

Markets Conduct Act 2013 by contacting Rakon at the address

of the Registrar set out in the directory to this Offer Document, or

you may download these reports from Rakon’s website,

www.rakon.com/investors.

Glossary

Additional Shares means the additional Shares to be issued or

transferred to Participating Shareholders pursuant to the Plan.

ASIC means the Australian Securities and Investments Commission.

Board means the board of directors of Rakon.

Business Day means a day on which the NZX Main Board is open

for trading.

Cancellation Form means the dividend reinvestment plan cancellation

form available from the Registrar, which notifies Rakon that a

Participating Shareholder wishes to terminate their participation

in the Plan.

Constitution means the constitution of Rakon.

Dividend Payment Date means the date on which Rakon pays a

dividend in respect of its Shares.

Election Closing Date means, in respect of a dividend, the Business

Day immediately following the Record Date for that dividend.

Ex Date means the day on or after which a declared dividend belongs

to the seller rather than the buyer if a share is traded.

NRWT means New Zealand non-resident withholding tax.

NZX means NZX Limited.

NZX Listing Rules means the listing rules of the NZX Main Board from

time to time.

NZX Main Board means the main board equity security market

operated by NZX.

Offer Document means this booklet 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 in respect of which a

Participation Election has been validly made (subject to any validly

made variation or termination) by a Participating Shareholder prior to

5.00pm (New Zealand time) on the relevant Election Closing Date.

Participation Election means an election to participate in the Plan

made by a Shareholder in accordance with clause 3.1.

Participation Form means the participation form accompanying

this Offer Document or available from the Registrar or from

Rakon’s website.

Plan means Rakon’s 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 means, in relation to a dividend, the date on which

Rakon’s register of Shareholders is closed in order to determine

entitlement to the relevant dividend.

Rakon means Rakon Limited.

Registrar means Computershare Investor Services Limited.

Shareholder means a holder of Shares from time to time.

Shares means fully paid ordinary shares in Rakon.

2021
RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023

Questions & Answers

1. What is the Rakon Dividend Reinvestment Plan?

The Plan enables Shareholders to reinvest all or part of any

eligible dividend paid on their Shares in additional Rakon Shares

instead of receiving that distribution in cash.

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 Rakon share register. Rakon has elected not

to offer participation under the Plan to Shareholders who are

resident outside of New Zealand or Australia. This is to avoid

the risk of breaking overseas laws and because of the costs and

requirements of ensuring compliance with those laws. However,

the Board may amend this policy at any time, in its sole discretion.

3. Is there a minimum number of Shares that I need to own

before I can participate?

No.

4. How do I participate in the Plan?

It is recommended that you read this Offer Document carefully

before deciding whether to participate. You can elect to participate

at any time by completing and returning a Participation Form to

Rakon’s Registrar, Computershare Investor Services, or by making

an election online.

Visit www.investorcentre.com/nz

You will require your CSN/Holder Number and Authorisation

Code (FIN) to complete the investor validation process.

5. What options do I have regarding participating in the Plan?

Participation in the Plan is optional. You may elect:

(a) Full participation

Where 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 be treated as

participating 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

Where only the proportion of Shares nominated by you (and

the dividends paid on them) 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).

(c) Not to participate

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.

6. What if I change my mind?

You can join the Plan or vary your participation at any time by

either contacting Rakon’s Registrar, Computershare Investor

Services, online at www.investorcentre.com/nz or by forwarding a

completed Participation Form to the Registrar. Participation Forms

can be downloaded from Rakon’s website or Shareholders can

request a Participation Form from the Registrar.

If you choose to participate in the Plan and then change your

mind, you can opt out by informing the Registrar either online or

by completing a Cancellation Form (available from the Registrar

upon request ).

Such variation or termination will be effective upon receipt by

the Registrar of a properly completed Participation Form or

Cancellation Form, or upon completion of the online variation

or termination process (as appliable), provided that, if the

Participation Form or Cancellation Form is not received by the

Registrar, or the online variation or termination process is not

completed, before 5.00pm (New Zealand time) on an Election

Closing Date, the variation or termination will only be effective for

the next following dividend.

7. How much does it cost?

There are no charges for participating or withdrawing from the

Plan or changing the proportion of Shares nominated by you

which will participate in the Plan.

8. What price will Shareholders pay?

The price of Additional Shares is based upon the volume weighted

average sale price of Rakon’s Shares sold on the NZX Main Board

over a period of five Business Days starting on the “Ex Date”.

The price of Additional Shares may be subject to a discount

set by the Board from time to time. The discount, if any, will be

announced by Rakon to Shareholders (through the NZX) not later

than 5 Business Days prior to the relevant Record Date.

2223
RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023

9. Can the Plan be changed in the future?

Yes. The Rakon Board may change, suspend or terminate the Plan

at its sole discretion. If that occurs, notice will be given through the

NZX as required by the terms and conditions of the Plan.

10. Can I sell the Shares?

Yes. Shares acquired under the Plan can be sold at any time.

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. Rakon

will provide details of the amount of the dividend, taxes withheld

and credits available so Shareholders can comply with their

tax filing obligations. It is recommended that each Shareholder

contact their professional tax adviser for more information about

their specific circumstances. Refer to clause 10 of the terms and

conditions of the Plan.

12. Where can I find information on the Rakon dividend policy?

You can find a copy of the Rakon dividend policy by going to

www.rakon.com/investors.

13. How do I find out how many shares I have received?

Shortly after the allotment of Shares under the Plan, Computershare

Investor Services will send all Participating Shareholders an

updated securities transaction statement, along with a dividend

remittance advice.

Directory

REGISTRAR

Computershare Investor Services Limited

Postal address:

Private Bag 92119

Auckland 1142

New Zealand

Physical address:

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

New Zealand

Telephone: +64 9 488 8777

Email: enquiry@computershare.co.nz

RAKON

Rakon Limited

8 Sylvia Park Road,

Mt Wellington,

Auckland 1060

New Zealand

Telephone: +64 9 573 5554

www.rakon.com

www.rakon.com

---

PERSONAL DETAILS
Name(s):


Address:


Email:



CSN/Holder Number: Daytime phone:

( )



PARTICIPATION ELECTION

In terms of Rakon’s Dividend Reinvestment Plan, I/we wish to participate/amend an existing Participation Election in the Plan


and request:

(Choose one option only)

OPTION 1: Full participation in the Plan for all my/our Shares I/we may hold from time to time.

OR

OPTION 2: Partial participation in the Plan, for the following proportion of the Shares I/we may hold from time to time.

Please specify proportion:

%

SIGNATURE/S

Each Joint holder must sign this Participation Form. Companies must execute this Participation Form by an authorised officer or

attorney. If signed by an attorney, a non-revocation declaration must accompany this Participation Form, and the relevant authority

must either have been exhibited previously to the Registrar or accompany this Participation Form.

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

conditions set out in the Offer Document.

Signature of Shareholder(s):

Date:

/ /

Date:

/ /

Date:

/ /


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

By post:

Rakon Limited

C/- Computershare Investor Services Ltd

Private Bag 92119

Auckland 1142

New Zealand

Online:

By visiting the Registrar’s website


www.investorcentre.com/nz

By email:

Send to: drp@computershare.co.nz

Please scan completed form and put

Rakon DRP in subject line of email


for ease of identification.

Full details of the Plan are set out in the Offer Document dated 23 June 2023 (“Offer Document”) accompanying this form.


Complete this form to participate in the Plan or to amend an existing Participation Election in the Plan. 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 Form have the meaning given to those terms in the Glossary of the Offer Document.

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 Rakon Limited (“Rakon”).

Rakon Dividend Reinvestment Plan

Participation Form

---

Distribution Notice




Please note: all cash amounts in this form should be provided to 8 decimal places, including zeros (ie 0.01001000)


Section 1: Issuer information

Name of issuer Rakon Limited

Financial product name/description Ordinary Shares

NZX ticker code RAK

ISIN (If unknown, check on NZX

website)

NZRAKE000158

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year x Quarterly

Half Year Special

DRP applies x

Record date 24/07/2023

Ex-Date (one business day before the

Record Date)

21/07/2023

Payment date (and allotment date for

DRP)

08/08/2023

Total monies associated with the

distribution

1


$3,435,829

Source of distribution (for example,

retained earnings)

Retained earnings

Currency New Zealand Dollar

Section 2: Distribution amounts per financial product

Gross distribution

2

$ 0.02083333

Gross taxable amount

3

$ 0.02083333

Total cash distribution

4

$ 0.01500000

Excluded amount (applicable to listed

PIEs)

N/A

Supplementary distribution amount $ 0.00264706

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed


Fully imputed



1

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

2

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

Resident Withholding Tax (RWT).

3

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

4

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

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

5

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

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

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




If fully or partially imputed, please

state imputation rate as % applied

6


28%

Imputation tax credits per financial

product

$0.00583333

Resident Withholding Tax per

financial product

$0.00104167

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

DRP % discount (if any)

2%

Start date and end date for

determining market price for DRP

21/07/2023 27/07/2023

Date strike price to be announced (if

not available at this time)

28/07/2023

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

New issue

DRP strike price per financial product

TBC

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

25/07/2023

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Maureen Shaddick, Company Secretary

Contact person for this

announcement

Nick Laurent, Investor and Media Relations

Contact phone number +64 21 240 7541

Contact email address nick.laurent@rakon.com

Date of release through MAP


23/06/2023







6

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

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.