Amendment to Dividend Reinvestment Plan Rules
EBOS Group Limited. NZBN 9429031998840
108 Wrights Road, Addington, Christchurch, New Zealand, 8024
Level 7, 737 Bourke Street, Docklands, Victoria, Australia, 3008
Phone: +61 3 9918 5555, Fax: +61 3 9918 5588.
www.ebosgroup.com
13 November 2025
NZX/ASX Code: EBO
Amendment to Dividend Reinvestment Plan Rules
EBOS Group Limited (EBOS) has undertaken a review of the EBOS Dividend Reinvestment Plan (DRP)
Rules.
A copy of the updated DRP booklet, including the DRP Rules, is attached and can be accessed on the
EBOS website at: https://investor.ebosgroup.com/dividend-reinvestment-plan.
The new DRP Rules will take effect from today and apply to all DRP participant shareholders from
that date.
Authorised for lodgement with NZX and ASX by:
Janelle Cain
General Counsel
EBOS Group Limited
+ 61 3 9918 5555
13 November 2025
Dividend
Reinvestment
Plan Offer
Dividend Reinvestment Plan Offer
2
1. Introduction
This document (“Offer Document”) contains the terms and conditions
of the EBOS Group Limited (“EBOS”) Dividend Reinvestment Plan
(“the Plan”). Under the Plan, holders of ordinary shares in EBOS
(“Shareholders”) may elect to reinvest the net proceeds of cash
dividends payable or credited on all or some of their ordinary shares
in EBOS held at any given time (“Shares”) to acquire further fully paid
ordinary shares in EBOS (“Additional Shares”).
This document is important. Shareholders are advised to exercise
caution in relation to the offer contained in this Offer Document.
If you do not understand it, or are in any doubt as to how to act,
you should contact your solicitor, accountant or financial adviser.
Further information about EBOS, including its current dividend policy,
can be found in the ‘Investors’ section of its website at
www.ebosgroup.com.
WARNING: The contents of this Offer Document have not been
reviewed, approved or registered by any regulatory authority in any
jurisdiction outside New Zealand and Australia.
2. The Offer
2.1 Offer to All Shareholders
Subject to clauses 2.3 and 2.4, EBOS 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 number or percentage of
Shares nominated by you will participate in the Plan. If you hold less
than the nominated number of Shares, then the Plan will apply to such
lesser number of Shares.
c) Non Participation
If you do not wish to participate and you wish to receive all dividends
in cash, you are not required to do anything.
2.3 Ability to Exclude Overseas Shareholders
a) Overseas Shareholders
EBOS may, in its absolute discretion, elect not to offer participation
under the Plan to Shareholders whose address is outside New Zealand
or Australia if EBOS considers that to do so would be unduly onerous.
The EBOS Board may, in its sole discretion, amend this policy at any
time.
b) Warranty
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 EBOS that they
can lawfully participate through their nominee.
EBOS accepts no responsibility for determining whether a Shareholder
is able to participate in the Plan under laws applicable outside of New
Zealand or Australia.
2.4 Exclusion where Liens over Shares
Any Shares over which EBOS has a lien in accordance with EBOS’
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:
a) complete a participation notice in a form provided by EBOS from
time to time (“the Participation Notice”) in accordance with the
instructions on that notice and forward the completed Participation
Notice to EBOS’ share registrar by post, fax or email to:
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
Fax: +64 9 488 8787
Email: drp@computershare.co.nz,
or
b) complete a Participation Notice online at
www.investorcentre.com/nz,
or provide a Participation Notice to such other person, address or
website as EBOS may determine or by electronic means specified
by EBOS from time to time.
3.2 Copies of Participation Notice
Shareholders who subsequently decide that they would like to
participate in the Plan or wish to vary the level of their participation
can request a Participation Notice from the EBOS share registrar at
the address above or by contacting the registrar at:
Telephone: +64 9 488 8777
Facsimile: +64 9 488 8787
Email: enquiry@computershare.co.nz
3.3 Full participation unless stated otherwise
If the Participation Notice does not indicate the degree of
participation, it will be deemed to be an application for full
participation if it is otherwise correctly completed and signed.
3.4 Participation effective from first Record Date
a) The record date for determining entitlements under the Plan is
5:00pm on the date fixed by EBOS for determining entitlements to
a dividend (“Record Date”).
b) The last date for receipt of a Participation Notice for a particular
dividend is the first business day (being a day the NZX Main
Board is open for trading) after the relevant Record Date or such
later date as may be set by the Board and advised to the market
(“Election Date”).
c) Participation will be effective as to net proceeds of cash dividends
payable or credited from the first Record Date after receipt by the
EBOS share registrar of a properly completed Participation Notice
or, if your Participation Notice is received after a Record Date but
before 5pm on an Election Date, from the Record Date immediately
preceding that Election Date.
3.5 Participation is personal
A Participation Notice will not attach to the Shares in respect of which
it has been given, but will be personal to the Shareholder giving it.
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4. Additional Share Entitlement
4.1 Formula for Calculation of Additional Shares
a) The number of Additional Shares to be issued to a Shareholder who
has elected to participate in the Plan (“a Participant”) in return for
reinvesting the net proceeds of a cash dividend will be calculated in
accordance with the following formula:
Where:
N is the number of Additional Shares which the Participant will
receive;
PS is the number of Shares in respect of which an election to
participate in the Plan has been made by the Participant at
the Record Date (as determined in accordance with clause 3.4)
(“Participating Shares”);
D is the net proceeds per Share (expressed in cents and fractions
of cents, including any supplementary dividends in respect of
Participating Shares payable to non-resident Shareholders but
excluding any tax credits and after deduction of any resident
and non-resident withholding (or other) taxes, if any) of cash
dividends paid or credited on that Share by EBOS and which would
otherwise have been paid to the holder of that Share in cash if the
Shareholder had not elected to participate in the Plan;
B is the amount, if any, held to the order of the Participant under the
Plan in accordance with clause 4.1(e) below as a result of rounding
entitlements to Additional Shares when the Plan last operated.
P 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 5 trading days immediately following
the Record Date. If no sales of Shares occur during those 5 trading
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 after such trading days as determined by
NZX Limited (“NZX”).
b) Any volume weighted average sale price so determined may be
reasonably adjusted by EBOS 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,
EBOS 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.
c) The Board may from time to time in its sole and absolute discretion
discount the sale price. In such a case the formula set out above
shall be amended to be:
Where A is the percentage discount.
d) Where the number of Additional Shares calculated in accordance
with the preceding provisions is not a whole number, then the
number of Additional Shares a Participant receives will be rounded
down to the nearest whole number of Shares.
e) Any net proceeds per Share as described in the definition of “D”
in clause 4.1(a) above which are not applied to acquire a part of a
Share because of clause 4.1(d) above, shall be held to the order of
the Participant and applied under the Plan on the Participant’s
behalf the next time the Plan operates.
f) Should the Participant:
(i) terminate or cease their participation in the Plan, under clauses
8.3(b) or 8.4 of this Plan; or
(ii) cease to be a shareholder of EBOS,
any amount above NZ$2.00, which at the time is held to the order
of the Participant under clause 4.1(e) above, will be paid in cash to
the Participant (or his or her successor in the event of cessation of
participation due to the Participant’s death) on the next dividend
payment date. Amounts of NZ$2.00 or less which are held to the
order of the Participant at that time shall be forfeited.
4.2 Share Price Information Publicly Available
EBOS 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
affect on the realisable price of the Shares if it was publicly available.
4.3 Compliance with laws, listing rules and constitution
a) The Plan will not operate in relation to a dividend to the extent that
the allotment or issue of Additional Shares under the Plan would
breach any applicable law, any applicable listing rules (“Listing
Rules”) or any provision of EBOS’ Constitution.
b) If and to the extent that the Plan does not operate for such reason
in respect of a Participant’s Participating Shares, the relevant
dividend on 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 Direction to apply dividend proceeds
By accepting this offer, each Participant directs EBOS to apply the net
proceeds of every cash dividend to which the Plan applies payable or
credited on the Participating Shares held by the Participant on the
relevant dividend’s Record Date as payment for the Additional Shares
to be issued to the Participant, in accordance with the Plan.
Such direction shall continue until the Participant or EBOS terminates
the Participant’s participation in the Plan in accordance with these
terms and conditions and shall not apply during any period which
EBOS suspends the Plan or after EBOS has terminated the plan.
Notice of termination of, or variation in, participation in the Plan must
be received prior to 5pm on the relevant Election Date (New Zealand
time) to be effective for a particular dividend.
5.2 Issue of Additional Shares
EBOS will, on the day that a Participant would otherwise have been
paid a dividend, issue the Additional Shares to that Participant in
accordance with clause 4.
Dividend Reinvestment Plan Offer
4
5.3 Terms of Issue and Ranking of Additional Shares
Additional Shares issued to Participants under the Plan will be
issued on the terms set out in this 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 issued to Participants under the
Plan will, from the date of issue, rank equally in all respects with each
other and with all other Shares of EBOS on issue as at that date.
6. Source of Additional Shares
Additional Shares to be acquired by Participants under the Plan may,
at the Board’s discretion, be:
a) new Shares issued by EBOS;
b) existing Shares acquired by EBOS or a nominee or agent of EBOS
and transferred to Participants; or
c) any combination of (a) and (b) above.
7. Statement to Participants
Subject to clauses 2.3 and 2.4, EBOS will send to each Participant
within five business days after each issue of Additional Shares
pursuant to the Plan, a statement detailing in respect of that
Participant:
a) the number of the Participating Shares of the Participant as at the
relevant Record Date;
b) the amount of the cash dividend reinvested in respect of
Participating Shares, and the amount paid in respect of Shares not
nominated for participation in the Plan (if applicable);
c) the amount of any tax deductions or withholding taxes in respect of
the cash dividend;
d) the issue price and number of Additional Shares issued under the
Plan;
e) advice as to the amount of any imputation or other taxation credit
in respect of the cash dividend; and
f) such other matters required by law with respect to dividends and/or
reinvestment.
8. Termination, Suspension and Modification
8.1 The Board’s discretion
The Board of EBOS may, in its sole discretion, at any time:
a) terminate, suspend or modify the Plan. If the Plan is modified,
then a Participation Notice 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 8.3; or
b) resolve that participation will not apply to the whole or part of any
dividend and that the applicable part will be paid in cash; 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 will be deemed to be
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 will be issued at a discount to the
market price of Shares, in accordance with clause 4.1.
8.2 Notice
a) Notice of any termination, modification or suspension of the Plan
under clause 8.1(a) will be given to you.
b) Notwithstanding clause 8.2(a), EBOS may at any time, without the
need of any notice:
(i) terminate, modify or suspend the Plan to comply with the Listing
Rules, any applicable law, or any provision of EBOS’ constitution;
and
(ii) make minor amendments to the Plan where such amendments
are of an administrative or procedural nature.
8.3 Variation or Termination by a Participant
A Participant may at any time:
a) increase or decrease the number or percentage of Participating
Shares by completing and sending a new Participation Notice to
the EBOS share registrar; or
b) terminate the Participant’s participation in the Plan by written
notice to that effect to the EBOS share registrar.
Such variation or termination will take effect from the first
Record Date after receipt by the EBOS share registrar of the new
Participation Notice or the written termination notice, as the case may
be. However, if the new Participation Notice or written termination
notice is received after a Record Date but before 5pm on the Election
Date, such variation or termination will take effect from the Record
Date immediately preceding that Election Date. Written notice of the
variation or termination should be sent to the EBOS share registrar at
the address above.
8.4 Death of Participant
If a Participant dies, participation by that Participant will cease from
the first Record Date after receipt by the EBOS share registrar of a
notice of death in a form acceptable to EBOS. However, if the notice of
death is received after a Record Date but before 5pm on an Election
Date, participation by that Participant will cease from the Record
Date immediately preceding that Election Date. 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 of its Shares,
disposes of some of its Shares then, unless the Participant notifies
EBOS 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 Participant will be deemed to have terminated its
participation in the Plan in respect of all remaining Shares held by
that Participant from the date EBOS registers a transfer of those
Shares.
9.2 Partial Dispositions where Full Participation
If a Participant with full participation disposes of part of its holding
of Shares without first giving the EBOS share registrar written notice
terminating the Participant’s participation in the Plan, 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 EBOS registers a
transfer of those Shares.
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9.3 Dispositions of all Shares
If a Participant disposes of all of its holding of Shares without first
giving the EBOS share registrar written notice terminating the
Participant’s participation in the Plan, the Participant will be deemed
to have terminated its participation in the Plan from the date EBOS
registers a transfer of those Shares.
10. Taxation
For New Zealand and Australian tax purposes, shareholders who
reinvest the net proceeds of their cash dividends to acquire further
Shares via participation in the Plan should be treated in the same way
as if they had not participated. This means that Shareholders who
participate in the Plan should derive dividend income of the same
amount that they would have derived had they not participated.
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 (both New Zealand and non-resident
Shareholders) should not rely on this general summary but should
seek their own tax advice. EBOS does not accept any responsibility
for the financial or taxation effects of a Shareholder’s participation or
non-participation in the Plan.
11. Costs
There are no charges for participation or withdrawal from the Plan.
No brokerage costs will be incurred on the issue of Additional Shares.
12. Stock Exchange Listing
The Plan is subject to the Listing Rules and in the event of any
inconsistency between the Plan and the Listing Rules, the Listing Rules
will apply.
13. Information for Australian Shareholders
The offer of Additional Shares under the Plan does not require
disclosure for the purposes of section 706 of the Corporations Act
2001 (Cth).
Australian resident Shareholders should note that EBOS is not
licensed to provide financial product advice in relation to the
Additional Shares offered under the Plan, and this Offer Document
does not constitute financial product advice.
Shareholders should contact their professional advisers if they have
questions about how the Plan will apply to them. There is no cooling-off
regime that applies in respect of the issue of Shares under the Plan.
14. Governing Law
This Offer Document and the Plan, and its operation, will be governed
by the laws of New Zealand.
15. Other Information
A copy of EBOS’ most recent Annual Report, and financial statements
are available to Shareholders free of charge by writing to:
General Counsel
EBOS Group Limited
108 Wrights Road
PO Box 411
Christchurch
or an electronic copy can be downloaded from EBOS’ website
www.ebosgroup.com.
ebosgroup.com
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