Dividend Reinvestment Plan

Summary

The Dividend Reinvestment Plan (DRP) enables DuluxGroup Limited’s (DuluxGroup) eligible ordinary shareholders to reinvest all or part of the dividends payable on their DuluxGroup ordinary shares in additional DuluxGroup fully paid ordinary shares (Shares)

Dividend Reinvestment Plan Rules

Dividend Reinvestment Plan - Application Form

 

Eligibility

Any DuluxGroup shareholder with a registered address or being resident in a country other than Australia or New Zealand may not be able to participate in the DRP because of the legal requirements applying in such country or because of other regulatory requirements. The Board has the discretion to determine whether any shareholder in any jurisdiction is excluded from participating in the DRP.

Participation

Participation in the DRP is entirely optional. There are two types of participation. A shareholder may participate in the DRP in respect of all Shares registered in the name of that shareholder as at the record date for a dividend. Alternatively, a shareholder may participate in the DRP in respect of a specified number of Shares which is less than the shareholder’s registered holding. If part of a shareholder’s registered holding is nominated for participation in the DRP, the balance of the shareholding will receive cash dividends in the normal way.

Operation of the DRP

In the operation of the DRP for any dividend, DuluxGroup may in its discretion:



• either issue new Shares or cause existing Shares to be transferred to shareholders who participate in the DRP or undertake a combination of a new issue and transfer of existing Shares;



• arrange for the DRP to be fully or partially underwritten in respect of any dividend; and



• apply a discount (determined by the Board) or not in respect of any dividend.

Administration Costs

All administration costs of the DRP will be met by DuluxGroup. No brokerage, commission or other transaction costs will be payable by participants on Shares transferred or issued under the DRP. Under the current law, no stamp or other duties will be payable by participants in respect of such Shares.

Price

Shares will be issued or transferred under the DRP at the price which is the arithmetic average of the daily volume weighted average market price (rounded to the nearest cent) of all Shares sold (subject to the Board’s discretion to exclude abnormal transactions) on the ASX automated trading system during a period of not more than 15 trading days, as determined by the Board from time to time, commencing two trading days after the Record Date in respect of the relevant dividend, less a discount (if any) determined by the Board from time to time.

Sale of Shares

Shares participating in the DRP or acquired under the DRP may be sold at any time. When a shareholder with partial participation in the DRP sells Shares, the number of Shares sold will be deducted first from the non-participating shareholding and then from the participating shareholding unless DuluxGroup receives notice to the contrary from the shareholder.



If a shareholder sells Shares participating in the DRP shortly before a record date for a dividend, the shareholder’s stockbroker should be informed that the Shares are participating in the DRP. The shareholder should also immediately send a Variation/Termination Notice to DuluxGroup’s Share Registrar withdrawing the Shares from the DRP.

Taxation

Dividends reinvested under the DRP will be assessable for income tax in the same way as cash dividends. If additional taxation advice is required, professional advice should be sought.

Calculation of Entitlement

The dividend payable on a participant’s Shares which participate in the DRP will be credited to a ‘DRP account’ and then applied in acquiring or subscribing for the maximum whole number of fully paid ordinary shares in DuluxGroup that may be transferred or issued at the price determined under the DRP. Any balance remaining in a participant’s DRP account after Shares have been transferred or issued will be carried forward and added to the next dividend entitlement used to acquire Shares under the DRP. No interest will accrue in respect of any balance in a DRP account.

Dividends and other Rights

Shares transferred or issued under the DRP will rank equally in all respects with existing fully paid ordinary shares and will be registered on a register where the participant already holds DuluxGroup Shares.

Statements

Participants in the DRP will be sent a statement after each dividend payment detailing their participation in the DRP.

Operation of the Rules

The DRP may be varied, suspended, recommenced or terminated by the Board at any time.

How to Join the DRP

If you wish to participate in the DRP, you need to complete and sign the “Dividend Reinvestment Plan” election form and return it to DuluxGroup’s Share Registrar. Your participation in the DRP will then commence with the relevant dividend payment upon receipt of the duly completed and executed election form, provided the notice is received before 5.00 pm (Melbourne time) on the business day after the record date for that dividend.

Variation to Participation or Withdrawal from the DRP

Shareholders may vary their participation in the DRP or withdraw from the DRP at any time by giving notice to DuluxGroup’s Share Registrar. A Variation/Termination Notice is available from DuluxGroup’s Share Registrar. The variation or termination will take effect for a relevant dividend payment on receipt of a properly completed Variation/Termination Notice, provided that it is received before 5.00 pm (Melbourne time) on the business day after the relevant Record Date for that dividend.