Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

KORVEST LTD Share Issue/Capital Change 2014

May 12, 2014

65199_rns_2014-05-12_167bdf46-e105-4562-825e-82f801a185b1.pdf

Share Issue/Capital Change

Open in viewer

Opens in your device viewer

==> picture [171 x 42] intentionally omitted <==

KORVEST LTD

ACN 007 698 106

DIVIDEND REINVESTMENT PLAN

INFORMATION BOOKLET FOR SHAREHOLDERS

KORVEST LTD

IMPORTANT NOTE TO SHAREHOLDERS

Under the Corporations Act a prospectus is not required to be lodged or registered in relation to shares to be issued under the DRP described in this Information Booklet. Consequently, this Information Booklet does not contain the information which would be contained in such a prospectus, for example, in relation to Korvest Ltd, its assets and liabilities, financial position, profits and losses and prospects. If you are in any doubt as to whether to participate in the DRP and in particular if you are unclear about the taxation implications of participating in the Plan, you should consult your own financial adviser without delay.

CONTENTS

  1. Explanatory Outline

  2. Dividend Reinvestment Plan Rules

  3. Election Form (and Variation Notice)

ENQUIRIES

If you require further information concerning the Plan please contact or write to either of the following addresses:

Computershare Registry Services Pty Limited GPO Box 1903, Adelaide SA 5001 Enquiries 1300 556 161 or +61 8 8236 2300 Facsimile +61 8 8236 2408 [email protected] www.computershare.com

Mr Steven McGregor Company Secretary Korvest Ltd 580 Prospect Rd, Kilburn, SA, 5084 Telephone +61 8 8360 4500 Facsimile +61 8 8360 4599

KORVEST LTD

EXPLANATORY OUTLINE

of the

DIVIDEND REINVESTMENT PLAN ("DRP" OR THE "PLAN")

DECISION REQUIRED BY SHAREHOLDERS

Shareholders should decide which of the following alternatives suits their particular circumstances with respect to dividends to which the Plan may apply:

ALTERNATIVE 1: RECEIVE CASH

Shareholders may receive cash for all of their dividends.

ALTERNATIVE 2: PARTICIPATE IN THE DRP

Shareholders may elect to participate in the DRP and reinvest part or all of their dividends in additional fully paid ordinary shares in Korvest. The dividend on the balance of your shareholding (if any) will be paid in cash. The number of shares issued pursuant to the DRP and the issue price will be in accordance with the Rules of the DRP (see Features of the Plan on the following page for summary details) free of any brokerage, commission, stamp duty and other transaction costs.

ALTERNATIVE 3: ANY COMBINATION OF CASH AND DRP

Shareholders may receive cash and/or elect to participate in the DRP in any combination.

ACTION REQUIRED BY SHAREHOLDERS

The following action is required by shareholders with respect to each of the above alternatives:

ALTERNATIVE 1: RECEIVE CASH

If you wish to receive all of your dividends in cash, no action is required.

ALTERNATIVE 2: PARTICIPATE IN THE DRP

ALTERNATIVE 3: ANY COMBINATION OF CASH AND DRP

If you wish to participate in the DRP for part or all of your shareholding (i.e. if you decide either Alternative 2 or 3 suits your particular circumstances), you must complete the Election Form enclosed with the Information Booklet and ensure that it is received at the Share Registry, Computershare Registry Services Pty Limited, Level 5, 115 Grenfell Street, Adelaide SA 5000 or GPO Box 1903, Adelaide SA 5001, prior to the DRP Election Date for the relevant dividend.

Please note that if your shares are held under different shareholder reference numbers in the Register you will need to complete an Election Form in respect of each separate shareholder reference number.

FEATURES OF THE PLAN

Number of Shares Issued and Issue Price of Shares:

Under the DRP, the relevant dividend payable in cash on shares participating in the DRP will be applied by the Company on your behalf in subscribing for fully paid ordinary shares in Korvest. Such shares will be issued at the lower of:

  • the price as determined by the Board, in its absolute discretion and announced to ASX on the day a Dividend is declared by the Board, to be the maximum price (if any) in dollars per share at which Shares will be issued pursuant to the DRP (“ Price Cap ”); and

  • the price in dollars per share derived by applying a discount (as determined by the Board in its absolute discretion and announced to ASX on the day a Dividend is declared by the Board, presently being 5%) to the “Market Price” which is the volume weighted average market price (on an ex-dividend basis) of Korvest shares during the five trading days subsequent to and inclusive of the Ex-Dividend Date for the relevant dividend provided however that where no sales are recorded over the aforementioned period or if, in the opinion of the Board, in its absolute discretion, the market for shares in the Company is affected by any unusual or extraordinary circumstances, the “Market Price” of Korvest shares means the fair ex-dividend market value of a Share given the relevant circumstances as determined by the Board of Directors in its absolute discretion.

Ranking of Shares: Shares issued pursuant to the Plan will rank equally in all respects with all other fully paid ordinary shares on issue.

No Costs: Shares issued pursuant to the Plan will be allotted free of any brokerage, commission, stamp duty and other transaction costs.

Share Statements: Statements will be issued as soon as practicable after the shares are issued pursuant to the Plan.

Variation and Modification of Rules: The Board may vary or modify the Rules of the Plan from time to time and at any time as it considers appropriate.

Suspension, Termination and Recommencement: The Board may suspend, terminate or recommence the operation of the Plan in its absolute discretion from time to time and at any time it considers appropriate in relation to dividends in the future.

TIME PERIODS FOR ELECTION

Your Election Form must have been received by the DRP Election Date which is two Business Days after the Record Date for the relevant dividend.

Once you have elected which shares are to participate in the Plan, you cannot vary that election after the DRP Election Date for the relevant dividend.

VARIATION OF ELECTION

ELIGIBILITY TO PARTICIPATE

Subject to the Rules of the Plan, if you wish to vary your previous election you may do so by delivery to the Share Registry of a Variation Notice by the DRP Election Date for the relevant dividend.

Subject to any applicable law, all shareholders are eligible to participate in the Plan with respect to relevant dividends.

The Board may determine that shareholders are not eligible to participate in the Plan if they have registered addresses in a country or place where the offer of a right to participate would or might be unlawful, impossible or impracticable. The Board has exercised this discretion to determine that shareholders with registered addresses outside Australia or New Zealand are not eligible to participate in the Plan.

SUMMARY OF TAX POSITION

Residents:

Under the DRP, participating resident shareholders use the relevant dividend the subject of the DRP paid on participating shares to subscribe for additional fully paid ordinary shares in Korvest. For taxation purposes, shares received under the DRP are treated as though the shareholder had received a cash dividend and then paid it back to Korvest to subscribe for new shares. The Company’s understanding is that:

  • (i) shares received under the DRP are treated as having been purchased by the reinvestment of cash dividends for the purposes of the Australian dividend imputation system. A participant in the DRP will therefore be subject to tax on the same basis as a recipient of cash dividends. Accordingly, where the Company declares “franked dividends”, a participant in the DRP will be treated as receiving franked dividends to which “franking rebates” (i.e. tax credits) attach for Australian income tax purposes. “Top-up tax” may be payable at the difference between the corporate tax rate of 30% upon which the franking rebate is based and the individual marginal tax rate of the relevant shareholder;

  • (ii) shares received under the DRP will, in general, be subject to Australian capital gains tax upon disposal, regardless of whether the Korvest shares in respect of which they are issued were acquired by the participating shareholder before, on or after 20 September 1985. The cost base of the shares received under the DRP will be calculated for capital gains tax purposes on the basis they were acquired at a cost equal to the cash value of the dividend which is applied to pay for the shares. The acquisition date for capital gains tax purposes will be the date of issue of the shares under the DRP.

Non Residents:

A non-resident shareholder should not be subject to Australian tax on receipt of the relevant dividend the subject of the Plan. A non-resident is not able to make use of franking credits to reduce Australian tax on other income. In addition, a non-resident will not be subject to dividend withholding tax on the relevant dividend to the extent that the dividend is franked. If the dividend is not franked, dividend withholding tax at the rate of 30% (or, if paid to a resident of a country with which Australia has a double tax agreement, the lower rate specified in the agreement) will

be withheld from the dividend and paid to the Australian Taxation Office. The capital gains tax consequences of participation by a non-resident in the Plan would be as described above for residents, although most non-residents would not in any event be subject to Australian capital gains tax in respect of their Korvest shares.

Independent Tax Advice:

The above comments concerning the taxation position of shareholders are necessarily general in nature and shareholders should seek and rely upon their own taxation advice in relation to the Plan.

The precise taxation position of a shareholder under the Plan will depend upon the particular circumstances of the shareholder. Specifically, this summary does not address taxation issues relevant to shareholders in special circumstances, such as share traders or persons carrying on an investment business. The sole purpose of this summary is to outline the basic features of the Plan. Shareholders should not rely upon this summary for taxation purposes, and neither the Company nor any of its officers or advisers nor the Share Registry accepts liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences themselves.

KORVEST LTD

ACN 007 698 106

DIVIDEND REINVESTMENT PLAN RULES

1. INTERPRETATION

1.1 Definitions

In these Rules, unless the context otherwise requires:

Act ” means the Corporations Act 2001 Cth of Australia;

ASX ” means ASX Limited ABN 68 008 624 691;

Board ” means the board of directors of the Company;

BSP ” means the Korvest Ltd Bonus Share Plan adopted by the Board (if any);

Business Day ” means a day upon which ASX is open for trading in securities;

Company ” means Korvest Ltd ACN 007 698 106;

Constitution ” means the constitution of the Company;

Dividend ” means a dividend declared by the Board of the Company in respect of Shares;

DRP ” means the Korvest Ltd Dividend Reinvestment Plan adopted by the Board and regulated by these Rules;

DRP Election Date ” means the last date by which Election Forms, Variation Notices and other notices referred to in clause 9.3 must be received by the Company at the Share Registry in relation to a particular Dividend, which date shall be two Business Days after the Record Date for the relevant Dividend;

DRP Participating Share ” means a fully paid Share in respect of which the Shareholder is participating in the DRP;

Election Form ” means a written application to participate in the DRP signed by a Shareholder (or each Shareholder in the case of a joint shareholding) under clause 3.1 in the form prescribed or approved by the Board

from time to time, which may (without limitation) be combined with or form part of, any other form or notice (including a Variation Notice);

Ex-Dividend Date ” means the date on which Shares in the Company are quoted on ASX on an ex-dividend basis with respect to a Dividend;

Full Participation ” has the meaning set out in clause 3.2 (a);

Market Price ” of a Share means the price determined by the Board to be the volume weighted average market price (on an “ex dividend” basis) of all Shares sold on ASX on the five Business Days subsequent to and inclusive of the Ex-Dividend Date, PROVIDED HOWEVER that where no sales are recorded over the aforementioned period or if, in the opinion of the Board, in its absolute discretion, the market for shares in the Company is affected by any unusual or extraordinary circumstances, the “Market Price” of a Share means the fair ex-dividend market value of a Share given the relevant circumstances as determined by the Board in its absolute discretion;

Non-Participating Share ” means a fully paid Share that is not a DRP Participating Share;

Partial Participation ” has the meaning set out in clause 3.2 (b);

Participant ” means a Shareholder in respect of the Shareholder’s DRP Participating Shares;

Participation ” means Full Participation or Partial Participation;

Price Cap ” means the maximum price (if any) in dollars per Share at which Shares will be issued pursuant to the DRP as determined by the Board in its absolute discretion and announced to ASX on the day a Dividend is declared by the Board;

KORVEST LTD

ACN 007 698 106

DIVIDEND REINVESTMENT PLAN RULES

Record Date ” means the date on which entitlements to a particular Dividend are determined as notified by the Company to ASX;

Register ” means the Company’s share register maintained under sections 168 and 169 of the Act;

Rules ” means these Rules as may be varied or modified from time to time pursuant to clause 13;

Share ” means a fully paid ordinary share in the capital of the Company and any other share in the Company that the Board may from time to time determine to be a “Share” for the purposes of these Rules;

Shareholder ” means, subject to clause 1.4, the person or entity whose name is (or in the case of a joint shareholding, all the persons or entities whose names are) entered in the Register as the holder of a Share;

Share Registry ” means Computershare Investor Services Limited ACN 005 485 825 or such other share registry as the Company may from time to time determine by notice to Participants; and

issued under, that legislation or legislative provision;

  • (b) the singular includes the plural and vice versa;

  • (c) a reference to any gender includes all genders;

  • (d) a word denoting an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;

  • (e) references to clauses are to clauses of these Rules;

  • (f) an expression defined in these Rules has the same meaning throughout;

  • (g) a reference to any document is to that document (and, where applicable, any of its provisions) as amended, supplemented or replaced from time to time; and

  • (h) a reference to “dollars” or “$” is to Australian currency.

1.3 Headings

Variation Notice ” means a written notice signed by a Shareholder (or each Shareholder in the case of a joint shareholding) in accordance with clause 8.1 in the form prescribed or approved by the Board from time to time, which may (without limitation) be combined with, or form part of, any other form or notice including an Election Form.

1.2 General

In these Rules, unless the context otherwise requires:

  • (a) a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation

In these Rules, headings are for convenience of reference only and do not affect interpretation.

1.4 Separate Shareholder Reference Numbers or Holder Identification Numbers

Where a Shareholder is, in respect of a distinct number of Shares held by that Shareholder, shown in the Register with separate shareholder reference numbers (“ SRN ”) or holder identification numbers (“ HIN ”), for the purpose of these Rules, the Shareholder is taken to be a separate and distinct Shareholder in relation to each such SRN or HIN as the case may be and in relation to Shares that may from time to time be entered in the Register with that SRN or HIN.

KORVEST LTD

ACN 007 698 106

DIVIDEND REINVESTMENT PLAN RULES

2. PARTICIPATION IN THE DRP

2.1 Optional Participation

Participation in the DRP by a Shareholder is optional (at the choice of the Shareholder).

2.2 Eligible Shareholders

Except as provided in clause 2.3, each Shareholder is eligible to participate in the DRP subject to:

  • (b) a specific number of the Shares entered in the Register in the Shareholder’s name (“ Partial Participation ”).

However, if the nominated number of Shares for participation in the DRP is greater than or equal to the number of Shares entered in the Register in the Shareholder’s name at the Record Date, then the provisions of the DRP in respect of that Dividend payment will, subject to clauses 12 and 13, apply to all Shares held by the Shareholder.

  • (a) these Rules and the Constitution;

3.3 Election to Participate

  • (b) if the Shareholder resides, or is shown in the Register as having an address, outside Australia, any applicable law of Australia or any other country; and

  • (c) any limitation on shareholding in the Company or participation in the DRP imposed by any law.

A Shareholder must specify in an Election Form the extent to which the Shareholder wishes to participate in the DRP by specifying either:

  • (a) Full Participation; or

  • (b) Partial Participation.

2.3 Non Resident Shareholders

3.4 Full Participation

The Board may determine that a shareholder is not eligible to participate in the DRP if the registered address of that Shareholder is in a country or place where the offer of a right to so participate would or might be unlawful, impossible or impracticable.

In the case of Full Participation, all Shares entered in the Register in the Shareholder’s name at the time of commencement of Full Participation and all Shares subsequently entered in the Register in the Shareholder’s name are subject to the DRP.

3. EXTENT OF PARTICIPATION

3.5 Partial Participation

3.1 Election to Participate

An election to participate in the DRP may, subject to these Rules, only be made by a Shareholder giving an Election Form to the Company at the Share Registry by 5.00pm on the DRP Election Date.

In the case of Partial Participation, the only Shares entered in the Register in the Shareholder’s name which are subject to the DRP are the number of Shares specified by the Shareholder for participation in the DRP in accordance with clause 3.2(b) or a relevant Variation Notice.

3.2 Extent of Participation

3.6 Deemed Full Participation

Subject to these Rules, a Shareholder may participate in the DRP in respect of either:

  • (a) all Shares entered in the Register in the Shareholder’s name (“ Full Participation ”); or

An Election Form which does not specify the extent of participation in the DRP will be deemed to be for Full Participation and the Company will not be liable to a Shareholder for any loss, damage or claim in respect of

KORVEST LTD

ACN 007 698 106

DIVIDEND REINVESTMENT PLAN RULES

that Shareholder’s Participation as a result of the operation of this provision.

3.7 Bonus Share Plan – Effect on DRP Participation

If a BSP is also in operation, subject to the rules of the BSP:

  • (a) a Shareholder may, in respect of Shares entered in the Register in the Shareholder’s name, elect partial participation in both the DRP and the BSP but Shares participating in the BSP cannot simultaneously participate in the DRP; and

  • (b) if a Shareholder elects to participate in both the DRP and BSP to such an extent that the aggregate number of Shares nominated to participate in both the DRP and BSP is greater than the number of Shares entered in the Register in the Shareholder’s name at the Record Date, the Company may, without notice to the Shareholder and at the discretion of the Company, reject the Election Form or may determine the extent of participation of the Shareholder in the DRP and BSP in such way as the Company, in its discretion, deems fit. The Company shall not be liable to the Shareholder for any loss, damage or claim in respect of that Shareholder’s participation in either or both of the DRP or BSP as a result of the operation of this provision.

4. OPERATION OF DRP

4.1 Commencement of DRP

The DRP shall commence to operate on 12 May 2014, being the date on which the Board resolved to implement the DRP.

4.2 Application of DRP

The DRP will operate in respect of each Dividend determined or paid by the Company after the date referred to in clause 4.1 unless

otherwise determined by the Board from time to time.

4.3 Application of Relevant Dividend

The amount of the relevant Dividend, in relation to which the DRP is operative, payable to a Participant as determined by the Board (less any deductions or withholdings required by law in which case clause 6.2 applies and subject to any liens or charges the Company has over any part of a Dividend) (the “ Distribution Amount ”) must be applied by the Company on the Participant’s behalf in subscribing for, and the Company must issue to the Participant, the number of Shares (“ S ”) determined in accordance with the following formula:

S = N divided by C or M (as the case may be)

Where:

N is the amount in dollars of the Distribution Amount;

C is the Price Cap in dollars per Share for the relevant Dividend or, if there is no Price Cap for the relevant Dividend, C is equal to M.

M is the amount in dollars per Share of the Market Price reduced by the discount (as determined by the Board from time to time in its absolute discretion and announced to ASX prior to or on the day a Dividend is declared by the Board) subject to any maximum and/or minimum price (if applicable, as determined by the Board from time to time in its absolute discretion and announced to ASX prior to or on the day a Dividend is declared by the Board); and

Notwithstanding the formula in this clause, the Board in its absolute discretion may determine the maximum number of additional Shares which can be acquired with the Distribution Amount by each Participant. In that case, the balance of the Distribution Amount which has not been applied in subscribing for additional Shares will be paid to the relevant Participant in money.

KORVEST LTD

ACN 007 698 106

DIVIDEND REINVESTMENT PLAN RULES

4.4 Whole Number

If any number determined in accordance with the formula in clause 4.3 is not a whole number, that number is to be rounded down to the nearest whole number.

4.5 Full Payment of Dividend

Where a Dividend in relation to which the DRP is operative is dealt with by the Company in accordance with clause 4.3, that action constitutes full and final payment by the Company of the relevant Dividend to the relevant shareholder.

4.6 Less Than One Share

Clause 4.3 does not apply in respect of a Participant where the number determined in accordance with the formula in clause 4.3 is less than one, in which case no Shares are to be issued under the DRP to that Participant and the Participant is to be paid the Distribution Amount in money.

5. SHARES ISSUED UNDER THE DRP

Shares issued under the DRP to a Participant:

  • (a) must be issued in accordance with the Constitution;

  • (b) rank equally in all respects with existing DRP Participating Shares of the same class; and

  • (c) must be entered in the same part of the Register as the part in which the Participant’s DRP Participating Shares are entered at the time of the issue.

6. COSTS TO PARTICIPANTS

respect of any issue of Shares under the DRP.

6.2 Deduction of Costs

Where any law requires on any occasion the payment of any amount in respect of an issue of Shares to a Participant under the DRP, that amount is to be deducted from the sum that would, but for the Participation of the Participant, be available for payment to the Participant and paid by the Company as required by that law.

7. STATEMENTS TO PARTICIPANTS

After each issue made under clause 4.3, the Company must forward to each Participant a statement detailing, as at the date of that issue:

  • (a) the number of the Participant’s DRP Participating Shares at the relevant Record Date based on elections received by the DRP Election Date;

  • (b) the amount of the Distribution Amount;

  • (c) the amount of any deductions made under clause 6.2 in respect of that issue; and

  • (d) the number of Shares issued under the DRP by that issue.

8. VARIATION OR TERMINATION OF PARTICIPATION

8.1 Variation or Termination of Participation

Subject to clause 9, a Participant may by giving a Variation Notice to the Company at the Share Registry prior to 5.00pm on the DRP Election Date:

6.1 Transaction Costs

Except to the extent required by law (in which case clause 6.2 applies), no brokerage, commission, stamp duty or other transaction costs will be payable by a Participant in

  • (a) increase or decrease the number of the Participant’s DRP Participating Shares; or

  • (b) terminate the Participant’s Participation in the DRP.

KORVEST LTD

ACN 007 698 106

DIVIDEND REINVESTMENT PLAN RULES

8.2 Death or Bankruptcy of Participant

If a Participant dies or becomes bankrupt, Participation by the Participant and any other Participants with whom the deceased or bankrupt was a joint Participant terminates with effect from the time the Company receives notice of the death or bankruptcy of that Participant as the case may be.

9. TRANSFER OF DRP PARTICIPATING SHARES

9.1 Transfer of All Shares

Where a Participant transfers all of the Participant’s Shares, the Participant is treated as having given notice to the Company to terminate Participation in the DRP on the last date when the Company registered the relevant transfer or instrument of disposal of the Participant’s Shares.

9.2 Transfer of Some Shares

Where a Participant transfers some of the Participant’s Shares, the Shares so transferred are taken to comprise:

  • (a) first, Shares which are NonParticipating Shares of that Participant (if any) and which are not participating in the BSP (if applicable);

  • (b) secondly, to the extent that the number of Shares referred to in clause 9.2 (a) is insufficient to make up the full parcel of Shares transferred, DRP Participating Shares of that Participant; and

  • (c) thirdly, to the extent that the number of Shares referred to in clauses 9.2(a) and (b) is insufficient to make up the full parcel of Shares transferred, Shares of that Participant participating in the BSP (if applicable).

9.3 Different Priority

Where a Participant transfers some of the Participant’s Shares, and wishes those Shares to be comprised other than as

specified in clause 9.2, the Participant may deliver a notice to the Company which specifies that particular Shares shall be the subject of a particular transfer. Such a notice shall not however be of any effect unless:

  • (a) it is received by the Company prior to the registration of the transfer to which the notice relates;

  • (b) it provides details sufficient to identify the transfer to which the notice relates including, but not limited to, the date on which any relevant instrument of transfer was executed and the number of Shares concerned;

  • (c) it identifies the number of Shares (if any) participating in the DRP and the BSP (as the case may be if applicable) which are to be the subject of the transfer; and

  • (d) it is signed by or on behalf of the Shareholder in such manner as the Company may require.

9.4 Cessation of Participation

A DRP Participating Share shall not cease to be a DRP Participating Share pursuant to a transfer unless or until the transfer has been registered in accordance with the Constitution and any other relevant legal requirements.

10. ELECTION AND NOTICES

10.1 Form

Election Forms, Variation Notices and notices referred to in clause 9.3 must be in writing and must be in the form prescribed or approved by the Board from time to time.

10.2 Effectiveness of Notices

Notices under these Rules (including, without limitation, Election Forms, Variation Notices and notices referred to in clause 9.3) will be effective on receipt by the Company at the Share Registry subject to:

KORVEST LTD

ACN 007 698 106

DIVIDEND REINVESTMENT PLAN RULES

  • (a) these Rules;

  • (b) in the case of Election Forms, Variation Notices or notices referred to in clause 9.3:

  • (i) approval by the Board which may be withheld in any case (in its absolute discretion);

  • (ii) the appropriate entry having been made in the Register in respect of the DRP Participating Shares to which the Election Form, Variation Notice or notice referred to in clause 9.3 relates to record the Participation of the Participant in the DRP, or the variation of the Participation of the Participant in the DRP or the transfer (as the case requires);

  • (iii) receipt by the Company by not later than 5.00pm on the relevant DRP Election Date in respect of the particular Dividend to which the DRP applies; and

  • (iv) any other restrictions as to the period of notice which the Board may impose from time to time.

10.3 Time Takes Effect

Where an Election Form, Variation Notice or notice referred to in clause 9.3 has been approved and the appropriate entry has been made in the Register, the Election Form, Variation Notice or notice referred to in clause 9.3 shall take effect as from the time at which the entry was made.

10.4 Approval

Approval of an Election Form, Variation Notice or notice referred to in clause 9.3 may be withheld in any case at the absolute discretion of the Board, including, without limitation, if the Board has determined that approval of that Election Form, Variation Notice or notice referred to in clause 9.3 would prejudice the effective operation of the

DRP or otherwise be contrary to law or equity.

10.5 Notice by Transferee or Transmittee

An Election Form, Variation Notice or notice under clause 9.3 given by a transferee or transmittee of Shares may be treated by the Company as an effective notice for the purposes of these Rules notwithstanding that the Shares were not registered in the name of the transferee or transmittee at the time the Election Form, Variation Notice or notice under clause 9.3 was given.

10.6 Invalid Notices

The Company is under no obligation to correct invalid Election Forms, Variation Notices or notices under clause 9.3 on behalf of Shareholders.

10.7 Notice by Company

A notice required by these Rules to be given to Shareholders may be served on Shareholders at such time as the Board thinks fit by:

  • (a) dispatch of the notice in writing to each Shareholder (in which case the date on which notice is deemed to be served on Shareholders shall be the Business Day after the day on which the notice was posted); or

  • (b) public announcement of the notice to ASX (in which case the date on which the notice is deemed to be served on Shareholders shall be the date on which the notice is first announced to ASX); or

  • (c) both the methods specified in paragraphs (a) and (b) immediately above (in which case the date on which the notice is deemed to be served on Shareholders shall be the date on which the notice is first announced to ASX).

KORVEST LTD

ACN 007 698 106

DIVIDEND REINVESTMENT PLAN RULES

11. STOCK EXCHANGE LISTING

While Shares in the Company are granted official quotation by ASX, the Company must apply for official quotation by ASX of Shares issued under the DRP.

12. SUSPENSION AND RECOMMENCEMENT OF DRP

12.1 Suspension

The Board in its absolute discretion may suspend the operation of the DRP at any time by notice to Shareholders.

12.2 Period of Suspension

Suspension of the DRP shall take effect on and from the day the notice to suspend the DRP becomes effective pursuant to these Rules and shall continue until such time as a notice to recommence or terminate the DRP becomes effective pursuant to these Rules.

12.5 Effect of Recommencement

As at the date of any recommencement of the DRP, any Shares on the Register at that date which would have been DRP Participating Shares but for the operation of clause 12.3 shall become DRP Participating Shares, provided notice is given to Shareholders.

13. VARIATION, MODIFICATION AND TERMINATION OF THE DRP

13.1 Variation, Modification and Termination of DRP

The DRP may be varied, modified or terminated by the Board at any time in its absolute discretion by notice to Shareholders. The variation, modification or termination of the DRP shall take effect on and from the day the notice to vary, modify or terminate the DRP becomes effective pursuant to these Rules.

13.2 Effect of Variation and Modification

12.3 Effect of Suspension

As at the date of suspension and subject to clause 12.5, any Shares which may have been DRP Participating Shares immediately prior to that time shall cease to participate in the DRP and shall accordingly cease to be DRP Participating Shares, notwithstanding the entries which may appear in the Register on that date. During the period of the suspension of the DRP, no Shares in the Company shall participate in the DRP, and no Shares shall be DRP Participating Shares for the purposes of these Rules, notwithstanding the entries which may appear in the Register from time to time.

12.4 Recommencement

The Board in its absolute discretion may recommence the operation of the suspended DRP at any time on such conditions as it thinks fit by notice to Shareholders. Recommencement of the DRP shall take effect on and from the day the notice to recommence the DRP becomes effective pursuant to these Rules.

A Participant will be taken to continue to participate in the DRP as varied or modified unless the Company is notified to the contrary by the Participant giving the Company an Election Form or Variation Notice.

14. GENERAL

14.1 Dispute Resolution

The Board may settle, in the manner it considers appropriate, any difficulties, anomalies or disputes which may arise in connection with, or by reason of the DRP (or its operation) whether generally or in relation to any Participant or any Shares and the decision of the Board is conclusive and binding on all Participants and other persons to whom the decision relates.

Entries Conclusive

14.2

Subject to clause 12, the entries which have been made in the Register in respect of a Participant at any time pursuant to these

KORVEST LTD

ACN 007 698 106

DIVIDEND REINVESTMENT PLAN RULES

Rules shall be conclusive in determining whether or not a Share is a DRP Participating Share and whether the holder of the Share at that time has the corresponding rights which attach under these Rules to a DRP Participating Share.

14.3 Errors in Register

Neither the Company nor any of its officers, employees or advisers shall be liable in any way whatsoever to Shareholders for errors or omissions in the making of entries in the Register pursuant to these Rules or in the administration of the DRP.

14.4 Omission to Give Notice

The accidental omission to give notice of recommencement, variation, modification, suspension or termination or the non-receipt of any notice by any Shareholder shall not invalidate the re-commencement, variation, modification, suspension or termination of the DRP.

14.5 Taxation

The Company takes no responsibility for the taxation liabilities or arrangements of Shareholders and Participants and as individual circumstances may vary considerably, Shareholders and Participants should obtain their own specific taxation advice with respect to the relevant Dividend and the DRP.

14.6 Waive Compliance

The Board reserves the right to waive strict compliance with any of the provisions of these Rules.

14.7 Governing Law

The DRP and its operations and the terms and conditions set out in these Rules shall be governed by the laws of South Australia.

KORVEST LTD

DIVIDEND ALTERNATIVES: ELECTION FORM (AND VARIATION NOTICE)

THIS DOCUMENT IS IMPORTANT

Complete this form if:

  • you wish to receive Shares under the Dividend Reinvestment Plan; or

  • you wish to receive any combination of Shares under the Dividend Reinvestment Plan and cash; or

  • you wish to vary an election previously given.

IF YOU DO NOT COMPLETE THIS FORM YOU WILL AUTOMATICALLY RECEIVE YOUR DIVIDENDS IN CASH.

Name Address ............................................................................................................................................... .................................................................................................. Postcode ..................... Shareholder Reference No.

(If a shareholder has more than one shareholder reference number, each shareholder reference number should be inserted and a separate Election Form prepared for each shareholder reference number).

TO COMPLETE THIS FORM CORRECTLY AND MAKE A VALID ELECTION SELECT ONLY ONE OF THE ALTERNATIVES SHOWN BELOW:

  1. If FULL DIVIDEND REINVESTMENT PLAN (“DRP”) Participation is required, insert “ FULL ”.

  2. If PARTIAL DRP Participation is required, insert the number of your Shares you would like to participate in the DRP. The Dividend on the balance of your shareholding (if any) will be paid automatically in cash.

==> picture [146 x 32] intentionally omitted <==

----- Start of picture text -----

DRP CASH
Balance in cash
----- End of picture text -----

  1. If you wish to TERMINATE your DRP Participation , insert “ TERMINATE ”.

TO ENSURE PARTICIPATION OR VARIATION OF PARTICIPATION IN THE DIVIDEND REINVESTMENT PLAN, THIS CORRECTLY COMPLETED FORM MUST BE RECEIVED AT THE SHARE REGISTRY, COMPUTERSHARE REGISTRY SERVICES PTY LIMITED, LEVEL 5, 115 GRENFELL STREET, ADELAIDE SA 5000 OR GPO BOX 1903, ADELAIDE SA 5001, PRIOR TO THE DRP ELECTION DATE WITH RESPECT TO THE RELEVANT DIVIDEND.

I/we apply to participate in the Dividend Reinvestment Plan according to the above election.

I/we agree to be bound by the terms and conditions of the Rules of the Dividend Reinvestment Plan in respect of my/our nomination to participate in the DRP.

I/we hereby authorise Korvest Ltd to apply my/our Dividend payment the subject of the Dividend Reinvestment Plan in respect of the Shares nominated by me/us in accordance with the terms and conditions of the DRP stipulated during my/our participation in the DRP.

I/we acknowledge that I/we may vary or terminate my/our participation in the Dividend Reinvestment Plan in writing in accordance with the terms and conditions of the DRP.


Signature of Securityholder(s) (see instructions on next page)

==> picture [485 x 75] intentionally omitted <==

----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
Contact Daytime
Name _____ Telephone____ Date _______
----- End of picture text -----

SIGNING INSTRUCTIONS

You must sign the form as follows in the space provided:

Individual: where the holding is in one name, the holder must sign.

Joint holding: where the holding is in more than one name, either joint securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

ELECTION FORMS ARE TO BE SENT TO:

By hand: COMPUTERSHARE REGISTRY SERVICES PTY LIMITED LEVEL 5 115 GRENFELL STREET ADELAIDE SA 5000

Or

By mail: COMPUTERSHARE REGISTRY SERVICES PTY LIMITED GPO BOX 1903 ADELAIDE SA 5001

If you require any further information, contact the Share Registry at the above address or telephone (08) 8236 2300 or facsimile (08) 8236 2408.

INVALID FORMS

Forms incomplete or incorrectly signed may be treated as invalid and the shareholder may receive the Dividend in cash.

THIS DOCUMENT IS IMPORTANT

IF YOU DO NOT UNDERSTAND THIS DOCUMENT OR ANY PART OF IT, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL FINANCIAL ADVISER.