March 2017 DIVIDEND REINVESTMENT PLAN ORDINARY SHARES

Transcription

1 March 2017 DIVIDEND REINVESTMENT PLAN ORDINARY SHARES

2 1. INFORMATION SHEET AND RULES 2. DRP SUMMARY 1.1 Eligible shareholders of The Village Building Co. Limited (the Company) are invited to reinvest their dividends and acquire more shares in the Company through the Dividend Reinvestment Plan Ordinary Shares (DRP). At each dividend date, the dividend on Ordinary Shares which you have nominated as participating in the DRP will be automatically reinvested in additional Ordinary Shares (New Shares). 1.2 Dividends on Ordinary Shares may be reinvested to acquire additional Ordinary Shares or shares in another class of shares in the Company determined by the Board as being a class of shares in which dividends on Ordinary Shares are permitted to be reinvested (Permitted Alternative Class Shares, or PACS). 1.3 Participation in the DRP is optional and no action is required by you if you wish to continue to receive your full dividend in the usual manner. The DRP is intended to be ongoing so that a shareholder who elects to participate in the DRP will continue to participate unless a notice of variation or termination in the prescribed form is received by the Company from that shareholder. Note however that the Board of VBC may determine, in their discretion, to suspend the operation of or terminate the DRP at any time. 1.4 For Australian tax purposes, you will be treated as if you had received the dividend and used the cash to subscribe for New Shares. That is, you will be liable to pay income tax on your dividend income and you will receive franking credits to the extent that we frank the dividends. You might also be liable for capital gains tax or income tax when you dispose of the New Shares. The Company can take no responsibility for any taxation liability of participants. You should seek professional advice with respect to your taxation position. 1.5 The operation of the DRP is governed by the Terms and Conditions set out below (DRP Terms). 2.1 How to Participate In order to participate in the DRP, you must have completed a Participation Form and lodged it with the Company s external registry, Computershare, at least 2 working days before the relevant Record Date for the Dividend. Computershare s details are as follows: Computershare Investor Services GPO Box 3224 Melbourne VIC 3001 P Full or Partial Participation You may elect to participate as follows: (a) full participation in the DRP; or (b) partial participation in the DRP. If you elect to participate fully in the DRP, then all Ordinary Shares held by you at the relevant Record Date will be treated as participating in the DRP. If you choose partial participation, only the specific number or proportion of shares nominated will participate in the DRP. You may specify any number or proportion of your Ordinary Shares for participation in the DRP. The Company will pay dividends by normal means on Ordinary Shares that are not participating in the DRP. New Shares will be issued in lieu of the cash dividend on those Ordinary Shares that you nominate for participation. 2.3 Rights attaching to New Shares issued under the DRP New Shares issued under the DRP rank equally in all respects with existing shares from the date of issue, unless the VBC Board determines otherwise. 2.4 Participation of New Shares Ordinary Shares which are issued to you under the DRP will automatically participate in the DRP for future dividends on Ordinary Shares, unless you send us a Participation Form which varies this. However, if you choose partial participation, any shares issued or transferred to you under the DRP (or otherwise) will not participate in the DRP unless the number of shares you hold is less than the specific number of shares you have nominated to participate in the DRP. If the Company has introduced a dividend reinvestment plan for PACS (PACS DRP), and you participate in the PACS DRP, PACS which are issued to you under the DRP will automatically participate in the PACS DRP for future dividends on PACS unless you send us a participating form under the PACS DRP which varies this.

3 2.5 Changing your Participation You may change your participation in the DRP at any time by completing a Participation Form and sending it to Computershare. The change will be effective from the next Record Date following receipt and processing of the form by Computershare. If the number of Ordinary Shares registered in your name changes (apart from additional Ordinary Shares issued to you under the DRP), you only need to contact us to obtain a Participation Form if you wish to change your participation. If you only partially participate in the DRP and you dispose of some of your Ordinary Shares, unless you have notified us of a variation to your participation using a Participation Form, the Ordinary Shares you dispose of will reduce firstly, the number of your nonparticipating Ordinary Shares and, secondly, where there is any residual, the number of your participating Ordinary Shares. Should you acquire Ordinary Shares and your holding rises above your nominated participation you will need to complete a Participation Form if you wish those additional Ordinary Shares to participate. 2.6 Termination You may stop participating in the DRP by sending us a Participation Form electing to withdraw from the DRP. You will be deemed to have withdrawn from the DRP if you transfer your Shares for any reason. The Company may terminate the DRP at any time in its discretion. 2.7 Obtaining and Lodging a Participation Form If you wish to start participating, change your participation or withdraw your participation in the DRP you must tell us by completing and sending us a Participation Form to the address specified on the form. If you need a form, please contact Computershare on or investorrelations@villagebuilding.com.au. A Participation Form takes effect from the first Dividend Payment Date after receipt of the form by Computershare on behalf of the Company providing it is received at least 2 working days before that date, otherwise it will take effect from the next Dividend Payment Date. 2.8 Allotment By nominating Shares to participate in the DRP, you authorise the Company to allot New Shares to you in accordance with the DRP Terms. 2.9 Number of New Shares to be issued Upon the declaration and payment of dividends, we will issue you with a number of New Shares determined by the following formula: If the formula results in a number that is not a whole number, we will round down the number of New Shares to be issued to you, to the nearest whole number of New Shares. Any surplus dividend on Participating Shares not applied for the purchase of New Shares will be held on your behalf for future application on Participating Shares until the balance is sufficient to purchase a whole New Share. If you cease participation in the DRP, we will pay you any outstanding cash balance with the next divided payment. If you cease to be a shareholder, any outstanding cash balance will be forfeited to the Company Multiple Holdings If you have more than one shareholding you will need to lodge a separate Participation Form for each shareholding Alterations to the DRP Terms The Directors may in their absolute discretion alter the DRP Terms at any time. The Directors may also, suspend or terminate the DRP Terms at any time. Changes will take effect fourteen days after we advise you about them. Without limitation, the Directors may determine that a class of shares will cease to be PACS and determine any new class of shares to be PACS for the purposes of the DRP Terms. There is no limit on the number of classes of shares that may be PACS at any one time or from time to time Ranking of New Shares issued under the DRP New Shares issued under the DRP will rank equally with all other shares in the same class from their date of issue Statements and Certificates Statements and/or certificates will be issued promptly after the allotment of New Shares Cost of the DRP You will not be liable for any costs in respect of the issue of New Shares to you under the DRP. Under present law, no stamp duty will be payable on the allotment of New Shares under the DRP. You should seek your own financial and taxation advice in relation to your participation in the DRP Administration In administering the DRP, the Directors have absolute discretion to adopt any administrative procedures deemed appropriate. The decision of the Directors concerning any dispute regarding the DRP s implementation and operation is final and binding on all parties to that dispute. Participants will be bound by the rules of the DRP (as set out in this document and in the DRP Terms) as they exist from time to time. N x D P Where: N is the number of your Participating Shares D is the dividend per Ordinary Share P is the Issue Price of the additional Shares (refer definitions)

4 THE VILLAGE BUILDING COMPANY LIMITED DIVIDEND REINVESTMENT PLAN TERMS & CONDITIONS 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In these Terms: Allocation means: (a) the issue of new Shares to Participants under the DRP; or (b) the transfer of Shares acquired for the purposes of the DRP to Participants under the DRP, as the case may be. Business Day means a day on which banks are open for general banking business in the Australian Capital Territory. Company means The Village Building Company Limited, ACN ;. Constitution means the constitution of the Company as amended from time to time. Dividend means any cash dividend per Share announced and payable by the Company. Dividend Payment means the Dividend multiplied by the number of Shares held by that Shareholder as at the Dividend Record Date, less any withholding tax or any other amounts which the Company is entitled or required to deduct from the payment. Dividend Payment Date means the date on which the Dividend is payable, as determined by the Directors. Dividend Record Date means the time and date, as determined by the Board, at which a person holds or is taken to hold Shares for the purpose of determining the entitlement of Shareholders to Dividends. Dividend Reinvestment Plan means the dividend reinvestment plan for Shares constituted by these Terms. Directors means the Directors of the Company from time to time; DRP means, as the context requires, the Dividend Reinvestment Plan or the PACS Dividend Reinvestment Plan, as varied from time to time; Eligible Shareholder has the meaning given in clause 2.1. Full Participation means a degree of participation in the DRP under which all of a Participant s Shares from time to time including Shares subsequently acquired by the Participant under the DRP or otherwise, are Participating Shares. Issue Price means: (a) in the case of PACS, the issue price of the tranche of PACS available for investment at the time of the dividend. (b) otherwise, the price at which Ordinary Shares are offered for dividend reinvestment purposes as determined by the Directors at the time that a dividend is declared and notified to shareholders of the Company. Ordinary Shares means fully paid ordinary shares in the capital of the Company. PACS, or Permitted Alternative Class Shares means fully paid shares in the Company (other than Ordinary Shares) in a class of shares determined by the Directors as being a class of shares in which dividends may be reinvested under the DRP, for so long as that determination remains in force. PACS Dividend Reinvestment Plan means the dividend reinvestment plan for PACS constituted by these Terms. Partial Participation means a degree of participation in the DRP under which less than all of a Participant s Shares from time to time are Participating Shares. Participant means a Shareholder participating in the DRP in respect of a particular Shareholder Number. Participating Shares means the number of a Participant s Shares that are participating in the DRP as at the Record Date calculated in accordance with clause 4. Participation Form means an application form (whether in paper format or completed electronically) relating to the DRP and used to apply for participation or to vary or terminate a Shareholder s participation in the DRP, as approved by the Directors from time to time. Record Date means the date the Register is closed (as determined by the Directors) for the purposes of determining entitlements to a dividend. Register means the register of members maintained by the Company (or by the Company s duly appointed agent), including both the principal register and any branch registers or sub-registers. Shareholder means a person registered in the Register as a holder of Shares. Shareholder Number means each Shareholder s identification in the Register. Shares means Ordinary Shares or, if applicable, PACS in which dividends are reinvested under the DRP. Terms means these terms and conditions of the DRP as amended from time to time in accordance with clause 12. Withholdings means withholding tax and any other amounts (including without limitation, amounts withheld as a result of a failure to provide a tax file number) which the Company is required or permitted to withhold from a dividend payable on Participating Shares.

5 1.2 Interpretation In these Terms, unless the context otherwise requires: (a) the singular includes the plural and vice versa; (b) headings are for convenience only and do not affect interpretation; (c) an expression importing a natural person includes a firm, a body corporate, an unincorporated association and an authority; (d) a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances of by-laws amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and bylaws issued under that statute; and (e) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document. 2. ELIGIBILITY 2.1 Any Shareholder with an address on the Register in Australia is eligible to participate in the DRP (Eligible Shareholder). 2.2 Shareholders who do not have an address on the Register in Australia may only participate in the DRP if the Directors, in their absolute and unfettered discretion, approve of such participation. 2.3 The Directors have an absolute and unfettered discretion to refuse to accept Shares for participation in the DRP and to suspend or withdraw Shares from participation without notice. 3. PARTICIPATION IN THE DRP 3.1 Participation in the DRP is optional and is subject to the Terms, all applicable laws, and the Constitution. 3.2 If a Shareholder wishes to participate in the DRP, or vary the Shareholder s participation in ways permitted by these Terms, the Shareholder must complete a Participation Form and send to the Company or to the Company s agent. The Participation Form in respect of a particular dividend must be received at least 10 Business Days before the relevant Record Date. 4. LEVEL OF PARTICIPATION 4.1 A Shareholder may specify in the application form completed under clause 3.2 the number (or percentage, if so permitted by the Directors) of Shares which the Shareholder wishes to participate in the DRP. 4.2 If an application to participate or to vary participation is received which does not specify whether participation is to be full or partial, that specifies both, or does not clearly identify the number (or percentage, if applicable) of Shares that the Participant wishes to participate in the DRP, then the application will be deemed to be an election for Full Participation. 4.3 If an application to participate or to vary participation is received that specifies a number of Shares that the Participant wishes to participate in the DRP that is greater than the number of Shares held under the Participant s Shareholder Number, then the application will be deemed to be an election for Full Participation. 4.4 Participating Shares will participate in the DRP and dividends paid on those Participating Shares will be reinvested in new Shares in accordance with these Terms Shares which are sold or otherwise transferred to a new Shareholder Number will cease to participate in the DRP on registration of the transfer by or on behalf of the Company. 5. OPERATION 5.1 Subject to this clause 5, each dividend (net of Withholdings, if any) payable to a Participant in respect of Participating Shares together with any balance under clause 5.5 will be applied by the Company to subscribe for Shares, at the Issue Price, on the Participant s behalf. The number of shares issued will be calculated in accordance with the following formula: N x D P Where: D N P is the cash dividend per share announced and payable by the Company. is the number of Participating Shares held by that Shareholder as at the Dividend Record Date. is the Issue Price. 5.2 At the Board s discretion, dividends may be reinvested to acquire either additional Ordinary Shares or PACS. 5.3 The number of Shares subscribed for by each Participant will be the exact number for that Participant calculated under clause 5.1, rounded down to the nearest whole number of Shares. 5.4 The DRP will not operate in relation to a dividend to the extent that the allotment or transfer of Shares under the DRP would breach any applicable law or any provision in the Constitution. 5.5 If and to the extent that the DRP does not operate, the relevant dividend on Participating Shares must instead be distributed (net of Withholdings, if any) to Participants in the same way as to Shareholders not participating in the DRP. 5.6 The Company will retain for the Participant s benefit any balance remaining after the rounding down of the number of Shares subscribed for under clause 5.2, and such balance shall be applied to subscribe for Shares under clause 5.1 with the next dividend.

6 5.7 Subject to clause 5.8, if a Participant terminates the Participant s participation in the DRP, the Company will remit to the Participant with the next dividend payment any balance retained under clause If the Participant does not hold Shares under the Shareholder Number to which the balance in clause 5.6 relates at the time of the Record Date for the next dividend, the Shareholder will irrevocably forfeit that balance to the Company If two or more persons are the registered holder of Shares, then in accordance with the Constitution the person whose name first appears in the Register in respect of that Share will be treated as the sole owner of that Share for the purposes of these Terms and the operation of the DRP. 6. ALLOTTED SHARES 6.1 Shares allotted under the DRP will rank equally with existing Shares and must: (a) be allotted in accordance with the Constitution and these Terms; (b) be subject to the same rights as all other Shares; and (c) where a Participant lodges separate applications under clause 11.4 in respect of parcels of Shares held by that Participant identified in the Register by a separate Shareholder Number, be registered on the same Register as the Participant s Shares to which the application relates. 6.2 Shares will not be issued under the DRP if the issue would breach a provision of any applicable law. 7. ISSUE NEW SHARES OR PURCHASE EXISTING SHARES 7.1 The Directors in their absolute discretion will determine, with respect to the operation of the DRP for any dividend, whether to issue new Shares or to cause the purchase and transfer of existing Shares, or to apply a combination of both options, to satisfy the Company s obligations under these Terms. 7.2 If the Directors determine to cause the purchase of Shares and their transfer to Participants, the Shares may be acquired as the Directors consider appropriate. The Company, if it so chooses, may create a trust (of which Participants are the beneficiaries) to acquire the Shares and then transfer or sell such Shares to the Participants. 7.3 The Company will use best endeavours to ensure that Shares issued or transferred under the DRP are issued or transferred (as applicable) to Participants as soon as reasonably practicable after the relevant Dividend Payment Date. 8. STATEMENTS Promptly after each Dividend Payment Date, the Company will forward a statement to each Participant a statement setting out full details of the allotment and any cash balances. 9. CHANGES TO PARTICIPATION 9.1 A Participant may at any time, by notice in writing to the Company in a form prescribed by the Directors, terminate the Participant s participation in the DRP, or (subject to these Terms) increase or decrease the number (or percentage, if applicable) of the Participating Shares. A notice given under this clause will be effective from the next Record Date following receipt by the Company (or its authorised agent) of the Participation Form. 9.2 Where a Shareholder acquires further Shares (other than by way of the issue or transfer of Shares pursuant to this DRP), such Shares will not be subject to the DRP if they exceed the number or percentage of Participating Shares which the Shareholder has advised will participate from time to time. 10. SHARE TRANSFERS AND OTHER CHANGES IN SHAREHOLDING Where a Shareholder holds Participating Shares and non- Participating Shares, and sells or transfers a Share, the non - Participating shares will be deemed to be sold or transferred in priority to Participating Shares. 11. APPLICATIONS AND NOTICES 11.1 Any notice or application by a Shareholder provided for in the Terms must be in writing, addressed to the Company and in the form prescribed (if any) for that purpose by the Directors By applying to participate in the DRP, the Shareholder agrees to be bound by these Terms and the Constitution in respect of all Shares allotted or transferred to the Shareholder under the DRP 11.3 The Directors may in their absolute and unfettered discretion accept or reject any notice of application to participate in the DRP or discontinue the participation of a Participant in the DRP, without being bound to give any reason for doing so Separate notices or applications must be given in respect of each parcel of Shares identified in the Register by a separate Shareholder Number and a Shareholder is deemed for the purposes of the DRP to be a separate Shareholder in relation to each parcel of Shares identified by a separate Shareholder Number 11.5 A notice required by these Terms to be given to Shareholders by the Company may be given by sending the notice to the registered postal address or nominated address (if applicable) of the Shareholders (in which case the notice is taken to be given on the date determined in accordance with the Constitution) The failure to give a notice of modification, suspension or termination, or the non- receipt of any notice by any Shareholder, does not invalidate the variation, suspension or termination (as the case may be).

7 12. MODIFICATION, SUSPENSION AND TERMINATION 12.1 The Directors may, in their absolute and unfettered discretion, modify the Terms, or suspend or terminate the DRP at any time. 19. GOVERNING LAW 19.1 The DRP, these Terms and the operation of the DRP will be governed by and construed in accordance with the laws of the Australian Capital Territory Subject to clause 9, each Shareholder who was a Participant immediately prior to the suspension of the DRP is taken to continue to participate in the DRP when it recommences Subject to clause 9, in the event that the Terms are modified by the Directors, each Participant is taken to continue to participate in the DRP as varied. 13. COSTS 13.1 No brokerage, commission, stamp duty or other transaction costs will be payable by Participants in respect of any allotment or transfer of Shares under the DRP Any brokerage, commission and other transaction costs in respect of any subsequent disposal of Shares acquired under the DRP by a Participant will be payable by that Participant. 14. DELEGATION The Directors may delegate their obligations under these Terms to the Chief Executive Officer of the Company (from time to time). 15. SET-OFF The Directors may, at their discretion, cease the participation in the DRP of a Shareholder where, in accordance with the Constitution or any law, the Directors are entitled to retain all or part of a dividend payable in respect of that Participant s Participating Shares or the Company is entitled to a charge over such Participating Shares or over any dividend payable in respect of such Participating Shares. 16. WAIVER 16.1 The Company reserves the right to waive strict compliance with any of these Terms. 17. DISPUTES 17.1 Any disputes or disagreements arising under or in relation to the DRP or the Terms may be settled by the Directors in any way the Directors think appropriate and any determination made by the Directors will be final and binding. 18. TAXATION 18.1 Neither Company nor its Directors, officers, employees, representatives or agents: (a) take any responsibility or assume any liability for, or as a consequence of, the tax liabilities of any person in connection with the DRP; or (b) represent or warrant that any person will gain any taxation advantage, or will not incur a taxation liability or disadvantage, as a result of participation in the DRP. A Participant should obtain their own independent taxation and investment advice prior to participating in the DRP.

8 The Village Building Co. Limited ACN P. (02) W.