Release of DRP documentation

5236781.2

31 August 2023

Dear Shareholder
FREIGHTWAYS GROUP LIMITED - DIVIDEND REINVESTMENT PLAN
The Board of Freightways Group Limited (Freightways) is pleased to advise that it is offering
shareholders access to Freightways’ dividend reinvestment plan (the Plan) for the upcoming final
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 final dividend for the financial year ended 30 June 2023, that
is payable on 2 October 2023. The Board has determined that shares issued under the Plan in respect of
the 2023 final 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 15 September
2023. The Board will advise shareholders of the price of shares to be issued under the Plan in respect of
the 2023 final dividend on 25 September 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 Group 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 Freightways’ share
registrar by mail or email. Details are set out in the Participation Notice.

5236781.2 2

The Participation Notice can be returned or completed online at any time, however, in order to
participate in the Plan for the 2023 final dividend which is payable on 2 October 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 18 September 2023.
The Board has resolved that Participation Notices provided on or after 27 February 2023 will remain in
effect. If you have previously made an election under a Participation Notice on or after that date, you
will not be required to complete a Participation Notice.
If you would like to continue to receive all of your dividend payments in cash and have not completed
a Participation Notice on or after 27 February 2023, then do nothing and you will receive the 2023 final
dividend and all future dividend payments by direct credit unless you elect to participate in the Plan at
a later date. If you have completed a Participation Notice on or after 27 February 2023 and now wish
to receive all of your dividend payments in cash you can terminate your participation online at
www.investorcentre.com/nz or by completing a Cancellation Form (available online or from the Share
Registrar upon request).
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 GROUP 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 Group 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 31 August 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

Names(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 31 August 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 Group 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.

---

Freightways Group 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 31 August 2023. Capitalised terms used in this Offer
Document have the meanings set out in the Glossary on page 16 of this Offer 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.
If you have made an election by completing and
delivering a Participation Notice on or after 27 February
2023, your previous election will remain effective unless
you vary or terminate your participation in the manner
described below.
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 Group 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).

3



Choice 2
Receive dividends in cash
If you have not made an election under a Participation
Notice on or after 27 February 2023 and 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.
Unless you wish to apply for or vary your existing
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 have previously made an election under a
Participation Notice on or after 27 February 2023 and you
wish to receive dividends in cash, 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).
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
If you made an election under a Participation Notice on or after 27 February 2023, your previous election
will remain effective unless you have varied your participation by completing and delivering an updated
Participation Notice or terminated your participation in the Plan online at www.investorcentre.com/nz or
by completing a Cancellation Form (available online or from the Share Registrar upon request).
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 Group
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 Terms 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 dividend payments
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.
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.

8


(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 Board may, 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 is able 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:
forward the completed Participation
Notice to:
Freightways Group 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.

9


(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 Group 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 the Share Registrar 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.
4. ADDITIONAL SHARE ENTITLEMENT
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

10


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.
(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.

11


(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 that Participant 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 would
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
(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

12


(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
(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 discount to 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.

13


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.
Such 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.
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 the Participant’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.

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10.2 General summary only: The taxation summary above is based on New Zealand and Australian
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.
11. COSTS
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

15


may be obtained at Freightways' website freightways.co.nz/investor- relations/ or free of charge
on request from:
The Company Secretary
Freightways Group Limited
PO Box 92111
Victoria Street West
Auckland 1140
New Zealand
Phone: +64 9 571 9670
Fax: +64 9 571 9671

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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 Group 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.

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DIRECTORY
Freightways Group 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