Perpetual Equity Investment : Dividend Reinvestment Plan Rules Amendment

For personal use only

Perpetual Equity Investment

Company Limited

ABN 68 601 406 419

Angel Place,

Level 18, 123 Pitt Street

Sydney NSW 2000

Australia

GPO Box 4172

SYDNEY NSW 2001

Australia

Phone [phone]

Fax [phone]

www.perpetualequity.com.au

17 December 2021

ASX Limited

ASX Market Announcements Office

Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

Perpetual Equity Investment Company Limited

Dividend Reinvestment Plan Rules

Perpetual Equity Investment Company Limited (the Company) (ASX: PIC) advises that it has released updated Dividend Reinvestment Plan Rules to reflect current practices.

This includes updates to the 'Variation or Termination of Participation' to reflect that a confirmation of termination of the DRP will be sent to shareholders when they terminate their participation. The 'Broker, Trustee or Nominee Account' section of the former document has also been removed to reflect current practices with respect to splitting nominee holdings.

If shareholders or other interested parties have any queries regarding the announcement, they can contact:

Karen Davis

Investor Relations

Perpetual Investment Management Limited

P: 02 9229 9114

1. [e-mail]
   Yours faithfully

Sylvie Dimarco

Company Secretary

(Authorising Officer)

only
DIVIDEND REINVESTMENT PLAN RULES
1. DEFINITIONS AND INTERPRETATION
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1.1 The meanings of the terms used in this document are set out below.
TERM	MEANING
Allocation	the issue of new Shares to; or
	(b) the acquisition of Shares on market for; or
	(c) the acquisition of Shares off-market for,
	a Participant under the DRP, as the case may be;
Allocation Price	in respect of an Allocation, the price at which those Shares are Allocated, calculated in
	accordance with rule 10;
ASX	ASX Limited (ACN 008 624 691) or the stock market operated by ASX Limited (as the
	case may be);
Average Market Price	the arithmetic average of the daily volume weighted average price of Shares traded on
personal	ASX (and any other market determined by the Company) during the relevant period:
(a) adjusted by the Company to ensure that, as far as reasonably possible, the
calculation of entitlements is unaffected by the method of Allocation, given that
	the Allocation of Shares may occur by issue, transfer, or a combination of issue and
	transfer; and
	(b) excluding any trades that the Company determines to exclude on the basis that
	the trades are not fairly reflective of natural supply and demand or are not in the
	ordinary course of trading on the relevant market.
Board	the board of directors of the Company;
Business Day	has the meaning given in the Listing Rules;
Company	Perpetual Equity Investment Company Limited (ABN 68 601 406 419);
Discount	the percentage discount (if any) determined by the Company from time to time to be
For	applied in calculating the Allocation Price per Share under rule 10;
any dividend per Share announced and payable by the Company;
Dividend
Dividend Payment	for a Shareholder, the relevant Dividend multiplied by the number of Shares held by
	that Shareholder as at the relevant Dividend Record Date, subject to rule 20.3 and less
	any resident and/or non resident withholding tax or any other amounts the Company is
	entitled or required to deduct from the payment;
Dividend Payment Date	the date on which the Dividend is payable, as announced by the Company;
Dividend Record Date	the date and time, as determined by the Company, at which a person holds or is taken to
	hold Shares for the purpose of determining the entitlement of Shareholders to Dividends;
DRP	the Company's dividend reinvestment plan to which these Rules apply, as varied from
	time to time;

TERM	MEANING
Eligible Shareholder	has the meaning given in rule 3;
Full Participation	has the meaning given in rule 6.2;
Listing Rules	the listing rules of ASX and any other rules of ASX which are applicable while the
	Company is admitted to the official list of ASX, except to the extent of any waiver by ASX;
Maximum Participating Holding	the number of Shares (if any) determined by the Company from time to time under rule
only	8.2;
the number of Shares (if any) determined by the Company from time to time under rule
Minimum Participating Holding
	8.1;
Partial Participation	has the meaning given in rule 6.3;
Participating Shares	Shares which a Participant has validly elected for participation in the DRP or which are
	otherwise taken under these Rules to participate in the DRP;
Participant	a Shareholder some or all of whose Shares are Participating Shares;
Participation Notice	a form, whether written or electronic, used to apply for, vary or terminate participation in
use	the DRP, as approved by the Company from time to time;
in respect of a Dividend, the period determined by the Company, being a period of not
Pricing Period
	less than 5 Trading Days (commencing before or after the relevant Dividend Record Date,
	as determined by the Company);
Requirements	the Corporations Act 2001 (Cth), the ASX Listing Rules and the operating rules of ASX;
Rules	these rules of the DRP as varied from time to time;
Share	a fully paid ordinary share in the capital of the Company;
Shareholder	a registered holder of Shares at a relevant Dividend Record Date;
Share Registry	the share registry which maintains the Company's share register;
personal	a full day on which Shares are quoted, and not suspended from quotation or made subject
Trading Day
	to a trading halt on ASX, provided that a day on which ASX is closed or on which trading
	on ASX is suspended generally is not a Trading Day.

1.2 In these Rules headings are for convenience only and do	2.	COMMENCEMENT OF THE DRP
	not affect interpretation and unless the context requires
	otherwise:		2.1	The DRP and these Rules will commence operation
	(a)	words importing the singular include the plural and			on such date as the Company in its sole discretion
		vice versa;			determines.
	(b)	words importing a gender include any gender;	3.	ELIGIBILITY TO PARTICIPATE
	(c)	other parts of speech and grammatical forms of
		a word or phrase defined have a corresponding		3.1	The Company may from time to time invite
		meaning;
				Shareholders to participate in the DRP.
	(d)	any reference in these Rules to any enactment, part
		3.2	Participation in the DRP is subject to these Rules.
		of an enactment or the Listing Rules includes a
			3.3	Participation in the DRP by Eligible Shareholders:
		reference to that enactment, part or those Listing
		Rules as from time to time amended, consolidated, re-			(a) is optional and voluntary;
For		enacted or replaced and, in the case of an enactment,			(b) is not transferable; and
	all regulations and statutory instruments issued
			(c) may be varied or terminated at any time in
	under it;
			accordance with rule 14.
	(e)	a reference to a body, whether statutory or not:
	3.4 Subject to rules 3.5 and 3.6, an Eligible Shareholder is, in
		(1) which ceases to exist; or
			respect of a particular Dividend Record Date, a person
		(2) whose powers or functions are transferred to		who, at that Dividend Record Date, was recorded in the
		another body, is a reference to the body which		Company's share register as a registered holder of at least
		replaces it or which substantially succeeds to		the Minimum Participating Holding (if any) and whose
		its powers or functions;		address in the Company's share register at the relevant
	(f)	a reference to a document includes all amendments		Dividend Record Date:
		or supplements to, or replacements or novations of,		(a)	is in Australia or New Zealand; or
		that document;		(b)	is in a jurisdiction in which the Company is satisfied
	(g)	a reference to dollars or $ is to Australian currency;			that the offer and issue or transfer of Shares under
	(h)	unless otherwise determined by the Company			the DRP is lawful and practicable, provided that the
		or specified below, a reference to a price is to the			Board may determine that a Shareholder, or a class
		relevant dollar amount rounded to 4 decimal places;			of Shareholders, are not Eligible Shareholders if they
		and			are, or hold Shares on behalf of other persons who
	(i)	all references to time are to Sydney time.			are, resident outside the jurisdictions mentioned in
			paragraphs (a) and (b) above.

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3.5	The Board is entitled to make a final determination as to
	whether or not any particular Shareholder is an Eligible
	Shareholder for the purposes of these Rules, and to
	change any such determination, as and when it sees fit.
	In making this determination, the Board may consider,
	among other things, whether such participation would or
only	may be impracticable, impossible or illegal and any actual
or anticipated inconvenience or expense in allowing, or
investigating the possibility of allowing, such participation.
3.6	The Board has the discretion to refuse to accept any
	person's Shares for participation in the DRP and to suspend
	or withdraw any person's Shares from participation
	(including declining to issue or transfer or reducing the
	issue or transfer of Shares under the DRP to a Participant)
	if the Company considers that the participation of those
	Shares might:
	(a)	breach any law of Australia including the
use		Corporations Act, the Listing Rules or the
	constitution of the Company; or
(b)	otherwise prejudice the effective operation of the
		DRP.
4.	MULTIPLE HOLDINGS
4.1	Where an Eligible Shareholder has more than one holding
	of Shares:
personal	(a)	each holding will be treated as separate for
	the purposes of the DRP, such that a separate
		Participation Notice must be lodged with respect to
		each separate holding that is to participate; and
	(b)	these Rules will apply as if each such holding were
		held by a separate Participant, unless the Board
		determines otherwise.
4.2	If Shares are jointly held by two or more Eligible
	Shareholders, all joint holders of such Shares must sign
	a single Participation Notice for it to be valid. If one or
	more of the joint holders of the Shares is not an Eligible
	Shareholder, none of the joint holders can apply to
	participate in the DRP with respect to the Shares jointly
	held.
5.	APPLICATION TO PARTICIPATE
5.1	Application to participate in the DRP must be made by
	submitting a Participation Notice in accordance with rule
	18 and any instructions provided with the Participation
For	Notice. An Eligible Shareholder's participation in the DRP
will take effect in accordance with rule 18.2.
A Participation Notice validly submitted or otherwise
5.2
	accepted by the Company remains in effect until:
	(a)	the Participant varies or terminates participation in
		the DRP under these Rules;
	(b)	the Company terminates the DRP under rule 15; or
	(c)	the Participant ceases to be an Eligible Shareholder
		under rule 3.4, in which case the Participation Notice
		will become effective again if and at such time as
		the Shareholder recommences to be an Eligible
		Shareholder.

6. EXTENT OF PARTICIPATION

1. Participation may be either full or partial. A Participation Notice must specify whether the Shareholder has elected Full Participation or Partial Participation, and if Partial Participation is elected, the Participation Notice must clearly specify the number of Shares that are to be Participating Shares.
2. Full Participation means that all Shares registered in the Participant's name from time to time (subject to the Maximum Participating Holding (if any)) are Participating Shares. Where a Shareholder has elected Full Participation, all Shares subsequently acquired and held by that Participant (whether under the DRP or otherwise) will be Participating Shares, subject to:
3. 1. the Requirements;
   2. any later Participation Notice submitted by that Participant; and
   3. the Maximum Participating Holding (if any).
4. Partial Participation means that only the number of Shares specified as participating in the Participation Notice by the Shareholder are Participating Shares (subject to the Maximum Participating Holding (if any)). However, if at the relevant Dividend Record Date the number of Shares held by the Participant is less than the specified number of Shares, the DRP applies to the lesser number of Shares (and the Participant is deemed to have lodged a Participation Notice to this effect). This means that, where a Shareholder has elected Partial Participation, Shares in excess of the number specified as participating that are subsequently acquired by that Shareholder (whether under the DRP
   or otherwise), will not participate in the DRP unless that Shareholder submits a further Participation Notice in accordance with rule 13.
5. If a Participation Notice does not, in the opinion of the Company, clearly indicate the level of participation in the DRP, it will be deemed to be an application for Full Participation.

7. MINIMUM PARTICIPATING HOLDING AND MAXIMUM PARTICIPATING HOLDING

1. The Company may determine a minimum permitted number of Participating Shares per Participant (whether in respect of a particular Dividend or Dividends generally) from time to time by notification on the Company's website and by notice to ASX.
2. The Company may determine a maximum permitted number of Participating Shares per Participant (whether in respect of a particular Dividend or Dividends generally) from time to time by notification on the Company's website and by notice to ASX.
3. To the extent that a Participation Notice has specified a number of Participating Shares in excess of the prevailing Maximum Participating Holding (including an election of Full Participation where the number of Participating Shares would otherwise exceed that limit), for so long as the Maximum Participating Holding applies:
4. 1. the number of Participating Shares for that Participant for the purposes of these Rules is deemed to be the Maximum Participating Holding; and

Perpetual Equity Investment Company | Dividend reinvestment plan rules 3

7.4

onlyuse8.

8.1

personal8.2

For 8.3

1. any Shares specified in the Participation Notice as Participating Shares in excess of the Maximum Participating Holding are deemed not to be Participating Shares, and any Dividend payable in respect of them will be paid by the Company in accordance with its usual arrangements for the payment of Dividends.

To the extent that a Participation Notice has specified a number of Participating Shares less than a prevailing Minimum Participating Holding (including an election of Full Participation where the number of Participating Shares would otherwise be less than that limit), for so long as the Minimum Participating Holding applies:

1. the number of Participating Shares for that Participant for the purposes of these Rules is deemed to be zero; and
2. any Shares specified in the Participation Notice as Participating Shares are deemed not to be Participating Shares, and any Dividend payable in respect of them will be paid by the Company in accordance with its usual arrangements for the payment of Dividends.

REINVESTMENT OF DIVIDENDS AND RESIDUAL BALANCES

Each Dividend Payment payable to a Participant in respect of Participating Shares will be applied by the Company on the Participant's behalf in acquiring additional Shares by issue or transfer in accordance with these Rules.

The Company will establish and maintain a DRP account for each Participant. In respect of each Dividend payable to a Participant, the Company will:

1. determine the Dividend Payment in respect of that Participant's Participating Shares;
2. credit the amount in rule 8.2 (a) to the Participant's DRP account, and that payment constitutes payment of the Dividend on the Participant's Participating Shares;
3. determine the maximum whole number of additional Shares which may be acquired under the DRP at the Allocation Price by dividing the amount in the Participant's DRP account by the Allocation Price and rounding that number down to the nearest whole number;
4. on behalf of and in the name of the Participant, subscribe for or purchase the number of Shares determined under rule 8.2 (c) and debit the Participant's DRP account with the total of the price for the Allocated Shares; and
5. retain in the Participant's DRP account, without interest and on the terms set out in these Rules, any cash balance remaining (rounded down to the nearest cent) unless and until the cash balance is applied in accordance with these Rules.

Subject to rule 8.4, any residual balance in a Participant's DRP account will be aggregated with any further Dividend Payment credited to the DRP account.

1. Where:
2. 1. the DRP is suspended or terminated by the Company pursuant to these Rules; or
   2. the Participant ceases to participate in the DRP for whatever reason, any positive residual balance in the Participant's DRP account at that time will be forfeited by the Participant and retained by the Company.

1. PRICE OF SHARES

1. Shares are Allocated under the DRP at the Allocation Price, which is the Average Market Price of Shares during the Pricing Period, less the Discount (if any) determined by the Company, from time to time, rounded to 2 decimal places or in any other manner determined by the Company. The determination by the Company of the Allocation Price is binding on all Participants.
2. The Average Market Price must be calculated by the Company or another suitable person nominated by the Company, by reference to information the Company approves for that purpose from time to time.
3. A Discount (if any) or Pricing Period may be different from one Dividend to the next, and either may be determined or varied by announcement on the Company's website and to ASX at any time.

1. ALLOCATION OF SHARES

1. The Company may, in its discretion, either:
2. 1. issue new Shares; or
   2. cause existing Shares to be acquired on market for transfer to Participants; or
   3. cause existing Shares to be acquired off-market for transfer to Participants; or
   4. undertake any combination of the options above,
   5. to satisfy the Company's obligations under these Rules.
3. If the Company decides to cause the transfer of Shares to Participants, those Shares may be acquired in such manner as the Company considers appropriate.
4. All Shares newly issued under the DRP will, from the date of Allocation, rank equally in all respects with existing Shares unless the Company determines that they are not to participate in either or both of:
5. 1. the next Dividend paid; and
   2. any offer of Shares open when the Shares are issued under the DRP.
6. Shares will be Allocated within the time required by ASX.
7. Shares Allocated pursuant to the DRP will be registered on the share register on which the Participant already holds Shares or if the Participant holds Shares on more than one share register, on the share register which the Company determines.
8. Where the Shares Allocated pursuant to the DRP are not quoted on ASX at the time the Allocation is effected, the Company will apply (or procure the application) for quotation of those Shares on ASX within the time required by the Listing Rules.

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