|
A. General
The following is an extract of the terms and conditions which relate to the National's dividend package comprising the Dividend Reinvestment Plan and the U.K. Dividend Plan as herein defined. A copy of the full terms and conditions is available free of charge by contacting the Share Registry.
With respect to each Plan -
1. Definitions
'Applicant' means an Eligible Person who applies to participate in the Plan;
'Application' means an Application made on a Nomination Advice (or in such other written form acceptable to the Directors) to participate in a Plan;
'Cash Dividend' means a dividend payable wholly in cash and, in the case of a dividend payable only partly in cash, that part of the dividend which is payable in cash;
'Current Market Price' means, for any Dividend, the arithmetic average of the VWAP during the seven Trading Days commencing on the Trading Day after the Record Date for that Dividend (or such other date as specified by the Directors), or any other period specified by the Directors and as announced to the market through the Australian Securities Exchange Limited's company announcements platform, calculated to two decimal places;
'Directors' means the Board of Directors for the time being of the National;
'Dividend' means a Dividend that the Directors have determined is payable with respect to Ordinary Shares;
'Dividend Nomination Advice' means the form from time to time approved by Directors by which an Eligible Person applies to join the Dividend Reinvestment Plan and also by which a Participant in the Dividend Reinvestment Plan applies to vary the level of or withdraw from participation in the Plan;
'Dividend Reinvestment Plan' (or 'DRP')means the Dividend Reinvestment Plan originally approved by Shareholders on 5 May 1983, as amended from time to time in accordance with its terms;
'Eligible Person' with respect to each Plan means a Shareholder who -
(a) does not have a registered address in any place in which in the opinion of the Directors, participation or the making of an offer to participate in the Plan, is or would be unlawful or impracticable; or
(b) is not a person or a person of a class, whom the Directors in their discretion have determined not to be eligible to participate in the Plan;
'Full Participant' means, in the case of -
(a) the Dividend Reinvestment Plan, a Participant who for the time being participates in that Plan in respect of all of the Ordinary Shares registered in their name (subject to any applicable Participation Limit); and
(b) the U.K. Dividend Plan, a Participant who for the time being participates in that Plan in respect of all the Ordinary Shares registered in their name and which are recorded in the Register under the same Shareholder number.
'Group' means National Australia Bank Limited and its subsidiaries taken as a whole;
'Income Share' means, in relation to the U.K. Dividend Plan, the non-voting income share of GB £1 nominal value in the capital of the Subsidiary;
'The National' means National Australia Bank Limited;
'Nomination Advice' means, the Dividend Nomination Advice and/or the U.K. Dividend Plan Nomination Advice (as the context requires);
'Ordinary Share' means an issued and fully paid ordinary share of the National and, where the context so admits, an issued partly paid ordinary share of the National;
'Partial Participant' means a Participant who for the time being participates in the Bonus Share Plan, the U.K. Dividend Plan or the Dividend Reinvestment Plan in respect of some, but not all, of the Ordinary Shares registered in their name;
'Participant' means a person who is the holder of a Participating Share;
'Participating Share' means an Ordinary Share which has become subject to a Plan;
'Participation Limit' means a limit on the ability of a Shareholder to participate in the DRP, imposed by the Directors in accordance with clause 13;
'Plan', or 'Plans' means any one or all of the Bonus Share Plan, Dividend Reinvestment Plan and the U.K. Dividend Plan, as the context so requires;
'Plan Statement' means, with respect to each Plan, a separate statement prepared by and forwarded from the Share Registry in respect of each Dividend payment and giving the information outlined in the terms and conditions specific to that Plan;
'Qualifying Trustee' means a trustee who holds Ordinary Shares on behalf of employees pursuant to employee share scheme(s) for employees of one or more Group companies;
'Record Date' means, in relation to a Dividend, the time and date upon which determination of entitlements to that Dividend is made;
'Register' means a register of members of the National;
'Related Cash Dividend' for the purpose of the U.K. Dividend Plan has the meaning given to it in clause 19(b)(i);
'Shareholder' means a person for the time being registered as a holder of Ordinary Shares;
'Share Registry' means the National's Share Registry, being the Principal Share Registry;
'Subsidiary' means National Australia Group Europe Limited, a wholly owned subsidiary of the National;
'Trading Day' has the meaning given to that expression in the Listing Rules of the Australian Securities Exchange Limited provided that -
(a) any day in which there is a trading halt on the Ordinary Shares, or during which trading in the Ordinary Shares is suspended, for the entire day will not be a trading day; and
(b) if there is a trading halt on the Ordinary Shares, or trading in the Ordinary Shares is suspended, for only part of a day, the Directors will determine in their discretion, whether that day will be a trading day;
'Trust Deed' means the Trust Deed entered into between the National and NAF Trustee Limited as original Trustee pursuant to which the Income Share will be held by the Trustee on trust for the Participants in the U.K. Dividend Plan;
'Trustee' means the Trustee or Trustees for the time being appointed under the Trust Deed;
'U.K. Dividend Plan' (or 'UKDP') means the United Kingdom Dividend Plan originally approved by Shareholders on 21 September 1989, as amended from time to time in accordance with its terms;
'U.K. Dividend Plan Nomination Advice' means a notice in such a form as may from time to time be approved by Directors by which an Eligible Person applies to join or a Participant applies to vary the level of or withdraw from participation in the U.K. Dividend Plan;
'VWAP' means, for an Ordinary Share on any day, the volume weighted average price of Ordinary Shares sold on the Australian Securities Exchange Limited on that day, excluding any transactions defined in the Market Rules of the Australian Securities Exchange Limited as special crossings, crossings prior to the commencement of normal trading, crossings during the closing phase and the after hours adjust phase, any overseas trades or trades pursuant to the exercise of options over Ordinary Shares, any overnight crossings or other trades on that day that the National decides to exclude on the basis that they are not fairly reflective of natural supply and demand, calculated to two decimal places.
Words importing the singular number shall include the plural where the context so admits and vice versa and words importing the masculine gender shall include every other gender. Headings used shall not affect interpretation of these terms and conditions. A reference to a person includes a reference to a body corporate.
References to a Plan are to that Plan as amended from time to time.
2. Taxation
The National -
(a) does not assume liability for any taxes or other imposts assessed against or imposed upon a Participant,
(b) does not represent or warrant that a Participant will gain any taxation advantage or will not incur a taxation liability or disadvantage by participation in one or more of the Plans.
3. Participation and Variation and Termination of
Participation in a Plan or Plans
(a) Subject to the specific terms and conditions relating to each Plan (including without limitation clause 7) and to paragraph (b) below, the National will admit Eligible Persons to a nominated Plan following receipt by the National of an Application on the required Nomination Advice in form and substance acceptable to the National.
(b) The National shall have an absolute discretion to refuse to admit an Applicant to a Plan or Plans without giving reasons, but if it shall do so it will notify the Applicant as soon as practicable. In particular, the Directors are entitled (but not obliged) to refuse to admit an Applicant to a Plan where that Applicant has, in the opinion of the Board, split a share-holding or acquired shares as part of such a split, in order to increase the number of Ordinary Shares that may be provided to that Applicant or another person under a Plan.
(c) An Ordinary Share may simultaneously be a Participating Share in both the U.K. Dividend Plan and the Dividend Reinvestment Plan, but otherwise no Ordinary Share may be a Participating Share in more than one Plan at any time. A Participant may only participate in the Dividend Reinvestment Plan in respect of Ordinary Shares subject to any applicable Participation Limit.
(d) Subject to (c) above, an Application may provide that participation in a Plan shall:
(i) in the case of the U.K. Dividend Plan, extend to all or to a specified number of the Ordinary Shares registered in the name of the Applicant and which are recorded in the Register under the same Shareholder number; and
(ii) in the case of the Dividend Reinvestment Plan, extend to all or to a specified number of the Ordinary Shares registered in the name of the Applicant (subject to any applicable Participation Limit).
In the case of the U.K. Dividend Plan, an Application for Partial Participation may only be made by a Qualifying Trustee. Accordingly, except in the case of a Qualifying Trustee, an Eligible Person may only participate in the U.K. Dividend Plan in respect of some (but not all) of the shares registered in its name by splitting its holding into separate accounts and only participating in the U.K. Dividend Plan in respect of one account.
(e) On acceptance, the Applicant will become a Full Participant or a Partial Participant in the relevant Plan (as applicable). If the Application does not specify a number of Ordinary Shares to become Participating Shares, the Application shall be deemed to be an application for the Applicant to become a Full Participant in the Plan to which it relates.
(f) Any Participant may terminate their participation in any Plan at any time by completing and delivering to the National a Nomination Advice acceptable to the National indicating their wish to terminate their participation in that Plan.
(g) A Nomination Advice received by the National to participate or to vary the level of participation or to terminate participation in a Plan or a deemed termination under sub-clause (h) or (i) below, shall not be effective in respect of any Dividend for which the Record Date occurs prior to receipt of that Nomination Advice or such deemed termination.
(h) A Participant will be deemed to have terminated participation in a Plan:
(i) upon receipt by the National of a Nomination Advice;
(ii) upon the registration of a transfer of all their Ordinary Shares subject to that Plan;
(iii) upon the termination of that Plan by the National;
(iv) upon receipt (subject to clause 7) by the National of notice of the death, bankruptcy or liquidation of a Participant; or
(v) upon the Participant ceasing to be an Eligible Person.
In this sub-clause, reference to a Participant includes reference to joint participants, or one or more of such joint participants where the context so admits.
(i) Participation by any joint Participants in a Plan will be terminated (other than in respect of any Dividend for which the Record Date has already occurred) following receipt by the National (subject to clause 7) of a notice of death of one or more of the joint Participants.
(j) An Ordinary Share which has ceased to be a Participating Share is not thereby precluded from subsequently becoming subject to the same or another Plan (provided that such Plan has not been terminated) on the terms and subject to the conditions set out in these terms and conditions as amended from time to time.
4. Acquisition of Ordinary and/or Participating Shares
(a) Any further Ordinary Shares acquired (by whatever means) by a Full Participant will automatically become Participating Shares in the Plan(s) in which that Participant is a Full Participant on being registered in their name, subject to the limitations on participation in the Dividend Reinvestment Plan set out in clause 13.
(b) If a Participant participates in the Dividend Reinvestment Plan in respect of Ordinary Shares which are subject to the U.K. Dividend Plan any further Ordinary Shares which become Participating Shares in the U.K. Dividend Plan, pursuant to (a) above, will at the same time automatically become Participating Shares in the Dividend Reinvestment Plan, subject to the limitation on participation in the Dividend Reinvestment Plan set out in clause 13.
(c) All Ordinary Shares issued or transferred to a Partial Participant pursuant to a Plan shall be deemed to become Participating Shares in that Plan, subject to the limitation on participation in the Dividend Reinvestment Plan set out in clause 13.
(d) Subject to the foregoing provisions of this clause 4, all other Ordinary Shares acquired by a Partial Participant (by whatever means) shall not be included in any Plan unless the appropriate Nomination Advice is received from that Partial Participant.
(e) In the case of the U.K. Dividend Plan, all Ordinary Shares acquired by a Participant (other than a Qualifying Trustee) and which are not recorded in the Register under a Shareholder number in relation to which that Participant participates in the U.K. Dividend Plan, will not be included in the U.K. Dividend Plan unless an appropriate Nomination Advice is received from the Participant.
5. Sale of Ordinary and/or Participating Shares
Upon the registration of a transfer of any Ordinary Shares by a Participant then, unless the National is otherwise advised in writing at its Share Registry, the National will be deemed to have been instructed that the shares have been transferred in the following order:
(a) Ordinary Shares not participating in any Plan,
(b) Ordinary Shares subject to the Dividend Reinvestment Plan but not the U.K. Dividend Plan,
(c) Ordinary Shares subject to the U.K. Dividend Plan which are not also subject to the Dividend Reinvestment Plan,
(d) Ordinary Shares subject to both the Dividend Reinvestment Plan and also the U.K. Dividend Plan, and
6. Variation, Termination or Suspension of the Plans
(a) The Directors may at any time resolve to:
(i) vary any Plan and any agreement relating thereto, or
(ii) terminate or suspend the operation of any Plan.
(b) Any such variation, termination or suspension:
(i) shall be effective from the date of such resolution or otherwise as determined by the Directors;
(ii) shall not give rise to any liability on the part of or right of action against the National, any of its subsidiaries or any of their directors, officers or employees.
(c) Participants in a Plan which has been materially varied, terminated or suspended will be notified in writing of such variation, termination or suspension.
7. Nomination Advices and Notices
(a) Nomination Advices and other notices to the National shall be in writing and in such form as the National may from time to time require.
(b) Such Nomination Advices and notices will only be effective on receipt by the National's Share Registry, subject to:
(i) the terms and conditions of the relevant Plan; and
(ii) in the case of an Application, acceptance by the National.
(c) The provisions of Articles 18.1 to 18.5 inclusive of the National's Constitution shall apply to the service of notices on Participants under each Plan.
8. Acquisitions and Issues Under the Dividend Reinvestment Plan
(a) The Directors in their absolute discretion will determine with respect to the operation of the Dividend Reinvestment Plan for any particular Dividend whether to issue new Ordinary Shares or to arrange for the purchase and transfer of existing Ordinary Shares to a Participant, or to apply a combination of both options, to satisfy the National's obligations under that Plan. If the Directors determine to arrange for the purchase and transfer of Ordinary Shares to any one or more Participants in the Dividend Reinvestment Plan, these shares may be purchased in such manner as the Directors consider appropriate, including through a broker in the market.
(b) In the case of Ordinary Shares to be issued pursuant to the Dividend Reinvestment Plan:
(i) such Ordinary Shares, will be so issued within the time specified in the listing requirements of the Australian Securities Exchange Limited; and
(ii) the relevant certificates and Plan Statements will be issued to each relevant Participant following each issue.
(c) Shares provided to Participants under the Dividend Reinvestment Plan (whether by way of issue or purchase and transfer) -
(i) will be registered on the Register where the Participant already holds Ordinary Shares or, where the Participant holds Ordinary Shares on more than one Register, on the Register, upon which the Participant's largest shareholding is held; and
(ii) will be subject to the Constitution of the National and to these Terms and Conditions and, in respect of shares issued will from the issue rank equally in all respects with other Ordinary Shares.
9. Costs to Participants
The National will not charge any brokerage, commission or other transaction costs in respect of an application for or the provision of shares pursuant to Dividend Reinvestment Plan or, in the case of the U.K. Dividend Plan, the receipt of a proportion of the dividend on the Income Share.
10. Governing Law and Jurisdiction
These Terms and Conditions are governed by and shall be construed in accordance with the laws of the State of Victoria, Australia and each Participant submits to the exclusive jurisdiction of the courts of that State.
11. Securities Exchange Listing
The National will ensure that an application is made following the issue of shares pursuant to a Plan to list those shares on the Australian Securities Exchange Limited and on each other securities exchange where Ordinary Shares of the National for the time being are listed.
12. General
Neither the National nor, in relation to the UKDP, the Subsidiary or the Trustee shall be liable or responsible to any Participant for any loss or alleged loss or disadvantage suffered or incurred by such Participants as a result, directly or indirectly, of the establishment or operation of any of the Plans or their participation in any of them or in relation to any advice given with respect to participation in any of them.
It is not intended the above information provide definitive financial or taxation advice. Shareholders should choose their form of dividend with care having regard to their individual circumstances. Shareholders uncertain as to which dividend option is best for them are strongly advised to consult their own financial, taxation or legal adviser.
|
|
|
