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CSR LIMITED 9 Help Street Chatswood NSW 2067 Australia Locked Bag 6 Chatswood NSW 2057 Australia T 61 2 9235 8000 F 61 2 9235 8044 www.csr.com.au ABN 90 000 001 276
2 October 2007
The Company Announcements Office
Australian Securities Exchange Limited
20 Bridge Street
Sydney NSW 2000
Dear Sir/Madam,
CSR LIMITED (ASX CODE: CSR) Further to our announcement lodged on 12 September 2007, please find enclosed the following documentation:
a) Offer letter for Shareholders to participate in the CSR Share Purchase Plan and/or the Dividend Reinvestment Plan;
b) Terms of the CSR Shares Purchase Plan (SPP);
c) Summary of the CSR Dividend Reinvestment Plan (DRP), and
d) Terms & Conditions of the DRP.
A discount of 2.5% (two and a half percent) will be applied under the DRP for the half year dividend due in December 2007.
We confirm that, following release with the ASX:
documents (a) to (c) inclusive above will be posted to eligible Shareholders of CSR Limited; and
document (d) above will be made available to Shareholders of CSR Limited in the manner described in document (c) above.
Yours faithfully,
Chris Bertuch
General Counsel & Company Secretary
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All correspondence to:Computershare Investor Services Pty Limited
GPO Box 7045 SydneyNew South Wales 2001 Australia
Enquiries (within Australia) 1800 676 061(outside Australia) +61 3 9415 4033
Facsimile +61 2 8235 [email protected]
www.computershare.com2 October 2007
Dear Shareholder
OFFER TO PARTICIPATE IN THE CSR SHARE PURCHASE PLAN
AND/OR THE DIVIDEND REINVESTMENT PLAN
On behalf of the directors of CSR Limited, I am pleased to offer you the opportunity to participate in either or both oftwo share plans. Both make it possible for you to acquire CSR shares with no brokerage, commission, stamp duty orother transaction costs. Both are optional, you need take no action unless you choose to do so.
• Under the CSR Share Purchase Plan (SPP) you can choose to buy one of two parcels of CSR ordinary shares,with a choice of a parcel with a value of either $2,500 or $5,000.
• The CSR Dividend Reinvestment Plan (DRP) offers you the opportunity to increase your shareholding in CSRshares – at a discount to market prices – instead of receiving a cash dividend.
Details of the plans are enclosed. We suggest that you read all documentation carefully and seek professionalinvestment and tax advice if you have any doubts whether to take part in either or both plans. This offer is made only to shareholders with registered addresses in Australia and New Zealand.
Note that different closing dates apply for participation in each of these two plans.
SHARE PURCHASE PLAN
Under the SPP, you may – if you choose to do so – apply for a parcel of ordinary shares valued at either $2,500 or$5,000, with no brokerage or other transaction costs payable by you.
The shares are offered at a price of $3.06 per share – the same price paid by financial institution investors who tookpart in the placement announced by CSR to the Australian Securities Exchange Limited on 12 September 2007.
Because stock market prices vary, the value of the shares you are allocated under SPP may rise or fall between thedate of this offer and 9 November 2007, when the shares are allotted.
Shares issued under the SPP will be eligible for the half year dividend (the interim dividend for CSR’s financial yearending 31 March 2008), to be paid on 10 December 2007.
The SPP offer opens at 10.00 am on 12 October 2007 and closes at 5.00 pm Sydney time on 2 November 2007.
Funds raised through the SPP will be used mainly to finance our acquisition, announced on 12 September 2007, of Don Mathieson & Staff Glass Pty Limited (DMS Glass), a major manufacturer and distributor of high quality flat glassproducts for the commercial and domestic building industries. The combination of DMS Glass and the recently acquiredPilkington Australasia business will ensure that CSR is a leader in Australia in the supply of value-added glass.Should you choose to take part in the SPP, you should:
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• Make your payment by BPay® or complete the enclosed personalised CSR Share Purchase Plan acceptance formand send it and a cheque or money order in the Australia reply paid envelope to our share registry, ComputershareInvestor Services Pty Limited. New Zealand holders will need to affix the appropriate postage.
• If you are paying by BPay®, you should use the personalised reference number shown on your CSR SharePurchase Plan application form which is required to identify your holding. If you make your payment by BPay®
you do not need to return your application form.
To be eligible to participate in the plan for the half year dividend, your acceptance form and payment must be receivedby our share registry by 5 pm Sydney time, 2 November 2007.
DIVIDEND REINVESTMENT PLAN
The CSR DRP will be activated with the upcoming half year dividend in December when you can elect to have thedividends paid on some or all1 of your shares in CSR automatically reinvested in new shares.
Shares are allocated under the plan without any cost to you at a discount to the weighted average market price of thecompany’s shares sold on the ASX, free of brokerage and other transaction costs.
A discount of 2.5% will apply to the DRP for the half year dividend in December 2007. The discount (if any) for futuredividends may be changed at the discretion of the board.
Participation is voluntary. Shareholders may alter or cancel their participation in the DRP at any time – your DRPelection will remain in place until the company’s registry receives from you a form varying your election.
A summary description of the DRP, as well as a DRP Notice of Election form are enclosed. The full DRP terms andconditions are available from our internet site under `Investors’ – follow the prompts to `Investor Centre’ and then `SPPand DRP’ – or go direct to www.csr.com.au/investorcentre/investors_SPPandDRP.asp. Alternatively, you may obtain acopy, free of charge, by contacting CSR’s share registry, Computershare Investor Services Pty Limited (see below).
Participation in the DRP for the next dividend closes Monday 19 November 2007.
Should you choose to participate in the DRP you need to:
• Complete the enclosed CSR Dividend Reinvestment Plan Notice of Election form
• Send your completed Notice of Election form in the enclosed Australia reply paid envelope to our share registry,Computershare Investor Services Pty Limited. (New Zealand holders will need to affix the appropriate postage.)
To be eligible to participate in the plan for the half year dividend in December, your Notice of Election form must bereceived by our share registry by 5.00 pm Sydney time, Monday 19 November 2007.
If you would like to take part in either or both plans, I urge you to read the enclosed plan outlines and, if needed, seekprofessional advice. Should you have any further queries, please contact the company’s share registry:
Computershare Investor Services Pty LimitedLevel 3, 60 Carrington StreetSydney NSW 2000 Australia
GPO Box 7045Sydney NSW 2001 Australia
Telephone within Australia 1800 676 061International +61 3 9415 4033
E-mail [email protected]
Yours sincerely,
Ian BlackburneChairman
1 Some shares held under certain CSR share plan arrangements, the dividends on which are used to repay loans, are ineligible to participate in the DRP unlesswithdrawn from those arrangements – see the definition of Participating Shares in the DRP Terms and Conditions.
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SHARE PURCHASE PLAN APPLICATION FORM
IMPORTANT: This Application Form contains an individual Reference Number for your registered shareholding only - Please do not alterthis Application Form in any way as the application will not be processed correctly.
IMPORTANT:This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this form please consult a professional adviser.Pursuant to the Terms and Conditions of the CSR Limited Share Purchase Plan (“SPP”) contained in the letter to CSR Limited shareholders dated 2 October 2007, CSR Limited is offering eligible shareholders the opportunity to purchase CSR Limited ordinary shares ("shares") to a value of $2,500.00 or $5,000.00 per eligible shareholder. If you do not wish to purchase additional shares under this offer there is no need to take action.By completing this acceptance form and forwarding it with your payment, you (a) acknowledge that you have read and understood the Terms and Conditions of the SPP,(b) apply to subscribe for shares in accordance with the Terms and Conditions of the SPP, (c) certify that the aggregate application value of shares which you have appliedfor under this SPP (including through joint and beneficial holdings), even if you received more than one offer under this SPP, does not exceed $5,000.00.METHOD OF ACCEPTANCEYou can apply for shares and make your payment either by BPAY®, cheque or money order. Details on the various payment methods available are provided overleaf.To make your payment by BPAY®, use the Reference Number shown below, this is required to identify your holding. By making your payment by BPAY® you do notneed to return your application form.
A$2,500.00
I/We wish to purchase shares:
A$5,000.00
Entitlement Number:Entitlement Date: 19 September 2007
Offer Closes: 5:00pm (Sydney time) 2 November 2007Price per Share: A$3.06
PPlleeaassee rreettuurrnn ccoommpplleetteedd ffoorrmm ttoo::Computershare Investor Services Pty Limited
GPO Box 253 SydneyNew South Wales 2001 Australia
Enquiries (within Australia) 1800 676 061(outside Australia) 61 3 9415 4033
Facsimile 61 3 9473 [email protected]
www.computershare.com
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Contact Name Telephone Number - Business Hours / After HoursEnter your contact details
( )
Make your cheque or money order payable to “CSR Limited - Share Purchase Plan Trust Account”
Payment DetailsBSB Number Account NumberDrawer Amount of cheque
A$
Cheque Number
Pincheque(s)
here.Do notstaple.
IMPORTANT: Please do alter this Application Form or use thisApplication Form if you are not the registered shareholder as
the application will not be processed correctly
OR
Biller Code:Ref No:
You may not transfer your rights under the SPPNo signature required
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How to apply for sharesPayment DetailsYou can apply for shares by making your payment either through BPAY®. Details of these facilities are listed below. There is no requirement to returnthis form if you make your payment by BPAY®. Your payment must be received by no later than 5.00pm (Sydney time) on 2 November 2007.You must check the processing cut-off time for BPAY® transactions with your bank, credit union or building society as it may be earlier than 5.00pm(Sydney Time) on 2 November 2007.By making your payment by BPAY® you confirm that you agree to all of the terms and conditions of the Share Purchase Plan as enclosed with thisform.Alternatively, make your cheque or money order payable to ‘CSR Limited - Share Purchase Plan Trust Account’ in Australian currency and cross it ‘NotNegotiable’. Your cheque or bank draft must be drawn on an Australian Bank. Please ensure you submit the correct amount. Incorrect payments mayresult in your application being rejected. Complete cheque details in the boxes provided.If paying by cheque, cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as chequesreturned unpaid may not be re-presented and may result in your Application being rejected. Pin (do not staple) your cheque(s) to the SPPApplication Form where indicated. Cash will not be accepted. A receipt for payment will not be forwarded.
If you are paying by cheque or money order, your Application Form and cheque or money order must be received at the Sydney office ofComputershare Investor Services Pty Limited (CIS) by no later than the close of the offer at 5.00pm (Sydney time) on 2 November 2007. You shouldallow sufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. Return your Application Form with cheque ormoney order in the envelope provided or deliver in person to the address below.
Contact DetailsEnter your contact details. These are not compulsory but will assist us if we need to contact you.
Lodgement of Application (required for cheque or money order payment only)The SPP Application Form must be received at the Sydney office of Computershare Investor Services Pty Limited (CIS) by no later than 5.00pm(Sydney time) on 2 November 2007. You should allow sufficient time for this to occur. The postal acceptance rule does not apply to the SharePurchase Plan. A reply paid envelope is enclosed for shareholders in Australia. New Zealand holders will need to affix the appropriate postage.
Privacy StatementPersonal information is collected on this form by Computershare Investor Services Pty Limited (CIS), as registrar for CSR ("the issuer"), for thepurpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personalinformation may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwiserequired or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that isinaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketingmaterial) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS.You can contact CIS using the details provided on the front of this form or email [email protected] you have any enquiries concerning this Application Form, please contact CSR Shareholder Information Line on 1800 676 061 (tollfree within Australia) or +61 3 9415 4033 (outside Australia).This form may not be used to notify your change of address. For information, please contact CIS on 1300 850 505 or visit www.computershare.com(certificated/issuer sponsored holders only).CHESS holders must contact their Controlling Participant to notify a change of address
Biller Code:Ref No:Telephone & Internet Banking – BPAY®
Call your bank, credit union or building societyto make this payment from your cheque orsavings account. More info: www.bpay®.com.au
You must check the processing cut-off time for BPAY® transactions with your bank, credit union or building society as it may be earlier than 5.00pm (Sydney Time) on 2 November 2007. It is the responsibility of the application to ensure that funds submittedthrough BPAY® are received by 5.00pmSydney time on 2 November 2007
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By MailCSR LimitedComputershare Investor Services Pty LimitedGPO Box 253Sydney, NSW 2001AUSTRALIA
Payment Options:
19869123412341234123412
SAMPLE CUSTOMERSAMPLE STREETSAMPLE STREETSAMPLE STREETSAMPLE STREETSAMPLETOWN TAS 7000
Entitlement Number: <xxxxxxxxxx>
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AAllll ccoorrrreessppoonnddeennccee ttoo::Computershare Investor Services Pty Limited
GPO Box 2975 MelbourneVictoria 3001 Australia
Enquiries (within Australia) 1800 676 061(outside Australia) 61 3 9415 4033
Facsimile 61 3 8235 [email protected]
www.computershare.com
DIVIDEND REINVESTMENT PLAN NOTICE OF ELECTION FORM
Dividend Reinvestment Plan (DRP)
ALL Please mark this box with an ‘X’ if you wish all your securities to participate in the company’s DRP.
Specify the percentage of your securities youwish to participate in the company’s DRP.
IMPORTANT: If you choose partial DRP, please show the percentage of your securityholding thatyou wish to participate.
OR
A
Sign Here - This section must be signed for your instructions to be executed.BI/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previousinstructions in respect to my/our securities. Where I/we have indicated participation in the Dividend Reinvestment Plan, I/we hereby agree to be bound by the Termsand Conditions of the Dividend Reinvestment Plan.
Note: When signed under Power of Attorney, the attorney states that they have not received a notice of revocation. Computershare Investor Services Pty Limited needs to sight a certified copy of the Power of Attorney.
Individual or Securityholder 1
Director
Securityholder 2
Director/Company Secretary
Securityholder 3
Sole Director and Sole Company SecretaryDate - Day Month Year
%
Where a choice is required, mark the box with an ‘X’
Use a black pen. Print in CAPITAL lettersinside the grey areas. A B C 1 2 3 X
C S R
PART
0 7 D I
DI
01
2
The dividend on the balance of the securities in thissecurityholding will be paid in cash. Securities issued as aresult of your participation in the DRP will participate to thesame percentage in the DRP, until a contrary Notice ofVariation is registered
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I 1234567890 I N D
Securityholder Reference Number (SRN)
000001000 1301011221012102012221332120133322113SAM
MR JOHN SAMPLEFLAT 123SAMPLE STREETSAMPLE STREETSAMPLE STREETSAMPLETOWN VIC 3030
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A
How to complete this form
Dividend Reinvestment Plan (DRP)Complete this section if you wish to have your cash dividends reinvested in the form of more company securities.
If you wish only part of your securityholding to participate in this DRP, please show the percentage of your securityholding thatyou wish to participate.
Please note that an election to participate fully in the Dividend Reinvestment Plan will override any instruction on the registry record regarding direct payment of cash dividends into a nominated account.
This instruction only applies to the specific holding identified by the SRN/HIN and the name appearing on the front of this form.
Signature(s)B
If you have chosen to have your cash dividends fully or partially reinvested into company securities and you havecompleted Section A, you must sign this form as follows in the spaces provided:-
Joint Holding: where the holding is in more than one name, all of the securityholders must sign.
Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with theregistry. If you have not previously lodged this document for notation, please attach acertified 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 formmust be signed by that person. If the Company (pursuant to section 204A of theCorporations Act 2001) does not have a Company Secretary, a Sole Director can also signalone. Otherwise this form must be signed by a Director jointly with either another Directoror a Company Secretary. Please indicate the office held by signing in the appropriate place.
Computershare Investor Services Pty LimitedGPO Box 2975Melbourne Victoria 3001Australia
Please return the completed form in the envelopeprovided, or to the address opposite:
CS
RD
I0
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CSR Share Purchase Plan
CSR Limited ABN 90 000 001 2762 October 2007
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How much can you invest?The amount you may invest under this Share Purchase Plan (SPP) is limited. You may only apply for a parcel of ordinary shares in CSR (Shares) with a value of:
$2,500 or $5,000
If you receive more than one copy of this booklet, or if you hold shares in more than one capacity (for example, because you are both a sole and joint holder of shares), the maximum amount you may apply to invest under the SPP in all capacities is $5,000. By applying to purchase shares under the SPP, you certify that you have not exceeded this $5,000 limit.
Because the Shares are being issued at a fixed issue price (described below), the parcel of Shares you have applied for will not equal a whole number. In this case the number of Shares issued to you will be rounded up to the nearest whole number of Shares.
What is the allotment price of the shares?The issue price will be $3.06 being the price paid for shares in CSR by institutional investors in the Placement announced to the ASX by CSR on 12 September 2007. This price is less than the market price of the shares trading on the ASX at the commencement of trading on 13 September 2007, the day following the announcement of the Placement. The market price of the Shares may rise or fall between the date of this offer and the date when the Shares are allotted under the SPP. Therefore, the market price of the Shares you receive on the allotment date may be more or less than the price paid for the Shares. The current Share price can be obtained from the Australian Securities Exchange and is listed in the financial or business section of major daily newspapers circulating in Australia. Shareholders should consider obtaining their own independent financial and taxation advice before making a decision to acquire Shares under the SPP.
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Key Dates1
2
Date 2007 Event
19 September Record Date The date on which CSR Limited determines Eligible Shareholders.
12 October Opening Date Share Purchase Plan opens.
2 November Closing Date Share Purchase Plan closes.Applications must be received by 5.00pm Sydney time.
9 November Allotment Date Shares allotted.
12 November Despatch Date Transaction confirmation despatched to shareholders.
14 November Trading Date The date on which Shares are anticipated to begin trading
1CSR Limited ABN 90 000 001 276 (CSR) has the discretion to alter the Key Dates.
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Who is eligible under this offer?You are eligible to apply for shares under this offer if you are a person or entity:
■ who is registered as a holder at 7 pm on 19 September 2007; and
■ has a registered address in Australia or New Zealand.
Nominee companies expressly noted on the CSR share register as holding on behalf of a beneficiary may apply on behalf of their underlying beneficiaries. The application form needs to be accompanied by a schedule showing the names and addresses of each beneficiary and the number of Shares applied for.
Can I transfer my offer to a third party?The offer is non-renounceable, so you cannot transfer your right to participate in the SPP to a third party.
What is the Allotment Date?The date of allotment of the Shares under the SPP is currently expected to be 9 November 2007.
What rights will the shares carry?The Shares to be issued under the SPP will be ordinary shares and rank equally with all other ordinary shares on issue in CSR.
Will the shares be eligible for the next dividend?Shares issued under the SPP will be eligible for the half year dividend (the interim dividend for
CSR’s financial year ending 31 March 2008), to be paid on 10 December 2007.
How do I apply for shares under the SPP?■ If you would like to participate in the SPP, please follow the step-by-step instructions on the
back of the enclosed Application Form.
■ To participate, you can make a payment by BPay® or complete the Application Form and provide a cheque or money order in accordance with the instructions on the Application Form, with payments to be made in Australian dollars in each case.
■ BPay® customers should use the Reference Number shown on the Application Form, which is required to identify your holding. If you make your payment with BPay® you do not need to return your Application Form.
■ By submitting payment through BPay® you: (a) irrevocably accept the SPP offer; (b) acknowledge that you have read and understood the Terms and Conditions of the SPP; (c) apply to subscribe for shares in accordance with the Terms and Conditions of the SPP;
and (d) certify that the aggregate application amount of ordinary shares for which you have
applied under the SPP (including through joint and beneficial holdings), even if you received more than one offer under this SPP, does not exceed A$5,000.
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How do I apply for shares under the SPP? (continued)
■ Cheque and money orders should be made payable to ‘CSR Limited – Share Purchase Plan Trust Account’ and sent with an Application Form in the reply paid envelope enclosed to Computershare investor Services Pty Limited, GPO Box 253, Sydney NSW 2001. New Zealand holders will need to affix the appropriate postage.
All payments and applications must be received no later than 5.00 pm Sydney time on 2 November 2007. You will not be able to withdraw or revoke your application or BPay® payment once you have sent it in.
What happens if the issue is oversubscribed?If applications for Shares received under this offer exceed $75,000,000, we may scale back the number of Shares to be issued to shareholders by reducing the maximum number of Shares each shareholder is entitled to purchase under the SPP.
If, for whatever reason, we allot fewer Shares to you than you applied for, we will send you a cheque for an amount equal to the reduction in the number of shares multiplied by the issue price of $3.06. No interest will be payable on this amount.
Other terms and conditionsThe terms of this SPP amend the terms of the share purchase plan previously adopted by the Board and notified to the ASX (the Original Plan), by substituting this SPP for the terms of the Original Plan as an amendment to those terms, and as an amendment permitted under the terms of the Original Plan. Offers under this SPP will not be made until at least one month after the date of notification to Shareholders of the proposed changes to the Original Plan.
Shareholders will be bound by the constitution of CSR Limited and these terms and conditions by accepting the offer to acquire Shares under the SPP. No brokerage or other transaction costs will apply to the acquisition of Shares under the SPP. The new Shares will rank equally in all respects with CSR Limited existing Shares from the date of allotment.
CSR Limited may, in its absolute discretion, accept or reject your application to purchase Shares under the SPP, including (without limitation) if:
■ your Application Form is incorrectly completed or incomplete or otherwise determined by CSR Limited to be invalid;
■ your cheque is dishonoured or has not been completed correctly;
■ the cheque or money order that you enclose with the Application Form is not made out for the exact amount of the parcel of Shares that you have selected on the Application Form;
■ a BPay® payment is not received, or is incomplete or invalid;
■ it appears that you are applying to buy more than A$5,000 (in aggregate) of Shares; or
■ CSR Limited believes that you are not an eligible shareholder (subject to compliance with any applicable Australian Securities and Investments Commission (ASIC) or ASX requirements).
No interest will be paid on any application money returned to you.
If you apply to participate in the SPP by completing and returning the Application Form:
■ your application, on these terms and conditions, will be irrevocable and unconditional (it cannot be withdrawn);
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Other terms and conditions (continued)
■ you acknowledge that you are an eligible CSR Limited shareholder;
■ you certify that you have not applied for Shares with an aggregate application price in excess of A$5,000 under the SPP and any similar arrangements in the 12 months prior to your application, even though you may have received more than one offer under the SPP or received an offer in more than one capacity under the SPP;
■ you acknowledge that you are lawfully permitted to accept the offer to acquire Shares under the SPP and participate in the SPP in accordance with the laws applicable in Australia and any other applicable laws in the jurisdiction in which you and/or the beneficial owner of your Shares are situated;
■ you accept the risk associated with any refund that may be despatched to you by cheque to your address shown on CSR Limited’s share register;
■ you acknowledge that neither CSR Limited nor Computershare Investor Services Pty Limited has provided you with investment advice or financial product advice, and that neither has any obligation to provide this advice, concerning your decision to apply for the purchase of Shares under the SPP; and
■ you irrevocably and unconditionally agree to the terms and conditions and agree not to do any act or thing which would be contrary to the spirit, intention or purpose of the SPP.
The offer of Shares under the SPP is in accordance with the ASIC Class Order CO 02/831 which grants relief from the requirement to prepare a disclosure document for this offer. In New Zealand, the offer of Shares under the SPP is in accordance with the Securities Act (Overseas Companies) Exemption Notice 2002, which grants relief from the requirement to prepare an investment statement or prospectus for this offer.
This document does not constitute an offer of securities for sale in the United States or to ‘U.S. persons’ (as defined in regulation S under the U.S. Securities Act) and may not be sent or disseminated in, directly or indirectly, the United States or to any ‘U.S. person’ in any place. CSR Limited’s Shares will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered, sold or otherwise transferred in the United States or to any ‘U.S. person’ except in compliance with the registration requirements of the U.S. Securities Act and any other applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
It is important to note that the participation in the SPP is optional. The offer is also non-renounceable. This means shareholders cannot transfer their right to purchase Shares under the SPP to a third party.
CSR Limited reserves the right to reject any application for Shares under the SPP that it believes does not comply with the terms and conditions in this booklet.
CSR Limited may make determinations in any manner it thinks fit, in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP whether generally or in relation to any participant or application. Any determination by CSR Limited will be conclusive and binding on all eligible CSR Limited shareholders and other persons to whom the determination relates. CSR Limited reserves the right to waive strict compliance with any provisions of the terms and conditions of the SPP, to amend or vary those terms and conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all eligible shareholders even where CSR Limited does not notify one or more eligible shareholders of that event.
These terms and conditions are governed by the laws in force in New South Wales and are to be interpreted in accordance with their spirit, intention and purpose.
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11 How do I get more information? For further questions, please contact CSR’s share registry:
Computershare Investor Services Pty Limited
Level 3, 60 Carrington Street
Sydney NSW 2000 Australia
GPO Box 7045
Sydney NSW 2001 Australia
Telephone within Australia 1800 676 061
International +61 3 9415 4033
Facsimile (03) 8234 5050
International +61 3 8234 5050
Internet site www.computershare.com.au
E-mail [email protected]
These materials do not constitute an offer of securities for sale in the United States to “U.S. persons” (as defined in Regulation S under the U.S. Securities Act) and may not be sent or disseminated in, directly or indirectly, the United States or to any “U.S. person” in any place. CSR Limited’s shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered, sold or otherwise transferred in the United Sates, or to any “U.S. person” except in compliance with the registration requirements of the U.S. Securities Act and any other applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
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Summary of the CSR Dividend Reinvestment Plan
CSR Limited ABN 90 000 001 2762 October 2007
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The CSR Limited (CSR or the company) Dividend Reinvestment Plan (DRP) allows shareholders in CSR to reinvest all or part of their dividends in fully paid ordinary CSR shares (shares).
Participation in the DRP is subject to the DRP Terms and Conditions. The Terms and Conditions are available on the company’s internet site at http://www.csr.com.au/investorcentre/investors_SPPandDRP.asp or a copy may be obtained free of charge by contacting the company’s share registry, Computershare Investor Services Pty Limited. Within Australia, phone 1800 676 061 or international +61 3 9415 4033.
Key Dates1
Date 2007 Event
7 November CSR half year profit and half year dividend announced
13 November CSR shares trade ex-dividend
19 November Record date for CSR half yearly dividend Final date for receipt by registry of DRP Notice of Election forms
10 December Half year dividend payment Allotment of DRP shares
1CSR Limited has the discretion to alter some Key Dates.
Who can participate in the DRP?All holders of CSR shares having a registered address in Australia or New Zealand may participate in the DRP.
Participation in the plan is entirely optional. You may join the plan for some or all of your shareholding, including for shares purchased under the current offer in the CSR Share Purchase Plan.
How does the DRP work?Dividends payable on your shares that you elect to be subject to the DRP (Participating Shares) will be applied on your behalf in acquiring additional shares in the company.
All shares allotted under the DRP rank equally with existing fully paid ordinary shares and will be quoted on the Australian Securities Exchange Limited (ASX).
If there is any amount which the company must retain from any dividend, this will be deducted and the balance will be applied in acquiring shares. Examples include where a participant does not quote a tax file number or when withholding tax is payable in respect of the dividend.
At what price will shares be allocated under the DRP?Shares will be allotted at a price equal to the arithmetic average of the daily volume weighted average price for fully paid ordinary CSR shares sold in the ordinary course of trading on the ASX over a period of 10 trading days beginning on the second trading day after the relevant dividend record date (market price).
The DRP Terms and Conditions permit CSR’s directors to alter the formula for determining the market price. Should this formula be altered in the future, CSR will announce the revised formula and notify the change to the ASX.
Is there a discount to the price the shares will be allocated under the DRP?The directors of CSR have determined that in calculating the issue price of shares under the DRP, a discount will be applied to the volume weighted average market price. This discount level will be separately announced to the ASX, and may be changed at the discretion of the board of CSR in relation to future dividends.
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What is the cost of participation?No brokerage, commission, stamp duty or other transaction costs are payable by participants in respect of shares allotted under the DRP – and you receive a discount to the market price.
How is my share entitlement determined?The number of shares allocated is the total amount of the dividend payable on your Participating Shares, divided by the market price less the discount for the dividend and rounded up to the nearest whole number.
How do I join the plan? You may elect to participate in the DRP in respect of all or a specified number of your shares at any time by completing a Notice of Election form and returning it to the company’s share registry.
Participation in the DRP will commence from the first dividend payment after receipt of the Notice of Election, provided that the Notice of Election is received by the company’s share registry on or before the record date for the dividend.
To participate in the next dividend, payable on 10 December, you must apply by Monday 19 November 2007.
A Notice of Election is deemed to be made in respect of all of your shares, unless you specify the percentage of your shares to participate in the DRP.
Can I change my participation? You may terminate your participation in the DRP at any time or change the number of shares in the DRP by giving written notice to the company’s share registry. Simply complete a Notice of Election/Notice of Variation form and send it to our share registry. Any such election remains in effect until withdrawn or varied through a subsequent Notice of Election/Notice of Variation lodged with the company’s share registry, or until otherwise dealt with by the DRP Terms and Conditions.
An election by you to vary the level of participation or to withdraw from the DRP will only be effective in relation to a forthcoming dividend if a Notice of Election/Notice of Variation is received by the company’s share registry on or before the record date for the dividend.
Can I participate in the DRP for part only of my shares? Yes. You can elect to participate in the DRP in respect of all shares registered in your name or a specified number of shares registered in your name.
If you elect to participate in the DRP in respect of a specified number of shares, the dividend on the shares which do not participate in the DRP will be paid in cash in the normal way.
Can I sell my shares when I choose? Yes, you can sell any or all of your shares – including shares allotted to you under the DRP – at any time. The shares sold will be automatically withdrawn from the plan on receipt of a transfer in respect of those shares.
What happens if I sell some of my shares? If you have elected to participate in the DRP in respect of a specified number of shares and subsequently sell a parcel of shares, the percentage of your remaining shares that still participate in the DRP will not change.
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What happens if I acquire more shares? If you have elected to fully participate in the DRP in respect of a holding of shares, all additional shares subsequently acquired by you in the future will be deemed to fully participate in the DRP.
But if you have elected to participate in the DRP only partly in respect of a holding of shares, all additional shares subsequently acquired, will participate at the same percentage.
Will I receive a statement? Participants in the DRP will be sent a Dividend Statement following each dividend payment, detailing your participation, including the record date for the dividend, the number of shares participating in the DRP as at the last record date, the amount of the dividend per participating share, the number of DRP shares allotted to you and the cost of each share, the market price for the shares allotted to you, the extent to which the dividend is franked, and your total holding of both participating and non-participating shares after the allocation.
What about my tax position? CSR cannot provide taxation advice nor accept responsibility for any interpretation of, or application by, shareholders of the general information set out here. We suggest that you seek independent professional advice concerning your taxation position. Having said that, it is our understanding that under current Australian income tax legislation, dividends reinvested under the DRP will be assessable for income tax in the same manner as cash dividends. Reinvestment of dividends under the DRP should not affect franking credits, which are treated as having been distributed as if a cash dividend had been paid.
For capital gains tax purposes, shares allocated under the DRP will have a cost base equal to the amount of the cash dividend entitlement which is reinvested. Participants may be subject to tax on disposal of the shares depending on the sale proceeds received and the cost base of the shares.
Can the plan be modified? The directors have discretion under the DRP Terms and Conditions to suspend or withdraw the DRP or modify its terms (such as the formula for determining the allotment price of shares under the DRP) – when and if considered necessary. Any such changes will be notified to the ASX.
How do I get more information?The terms and conditions of the DRP are detailed more fully in the Terms and Conditions of the DRP and participation in the DRP is subject to these terms and conditions. The Terms and Conditions are available from the company’s internet site at http://www.csr.com.au/investorcentre/investors_SPPandDRP.asp or a copy may be obtained free of charge by contacting the company’s share registry.
If you wish to inquire about the DRP, please contact the company’s share registry:
Computershare Investor Services Pty Limited Level 3, 60 Carrington Street Sydney NSW 2000 Australia GPO Box 7045 Sydney NSW 2001 Australia Telephone within Australia 1800 676 061 International +61 3 9415 4033 Facsimile (02) 8234 5050 International +61 2 8234 5050 Internet site www.computershare.com.au E-mail [email protected]
These materials do not constitute an offer of securities for sale in the United States to “U.S. persons” (as defined in Regulation S under the U.S. Securities Act) and may not be sent or disseminated in, directly or indirectly, the United States or to any “U.S. person” in any place. CSR Limited’s shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered, sold or otherwise transferred in the United Sates, or to any “U.S. person” except in compliance with the registration requirements of the U.S. Securities Act and any other applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
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Dividend Reinvestment Plan Terms and Conditions
CSR Limited ABN 90 000 001 2762 October 2007
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Contents Page
1 Defined terms and interpretation 1
2 Dictionary 1
3 Who can participate in the DRP? 1
4 Election 1
5 How long does the DRP operate? 1
6 What are the DRP entitlements? 2
7 Issue or Transfer of Shares 2
8 Statements 2
9 What if there is a change in a participant’s shareholding? 2
10 Notices 3
11 ASX Quotation 3
12 Modification and termination 3
13 Costs 3
14 Governing law 3
Schedule 1 — Dictionary 4
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Defined Terms and Interpretation1.1 DEfINITIoNS IN THE DICTIoNARy A term or expression starting with a capital letter:
(a) which is defined in the dictionary (Dictionary), has the meaning given to it in the Dictionary; and
(b) which is defined in the Corporations Act, but is not defined in the Dictionary, has the meaning given to it in the Corporations Act.
1.2 INTERPRETATIoN The interpretation clause in the Dictionary sets out rules of interpretation for this DRP.
Dictionary The Dictionary in Schedule 1:
(a) defines some of the terms used in this plan; and
(b) sets out the rules of interpretation which apply to this plan.
Who can participate in the DRP? (a) The DRP gives Shareholders a way to increase their shareholding in the Company by
reinvesting all or part of their dividends in more shares in accordance with these terms. Any Shareholder can participate in the DRP, unless excluded under paragraph (b) or (c).
(b) A Shareholder is excluded from the DRP if that Shareholder’s residential address or address on the Register is outside Australia or New Zealand, unless the directors approve of that Shareholder’s participation in the DRP, in their absolute discretion.
Election (a) Participation in the DRP is subject to these terms, applicable laws, the Listing Rules
and the Constitution of the Company.
(b) A Shareholder does not have to participate in the DRP. A Shareholder must complete a Notice of Election if they want to participate in the DRP in a way allowed by these terms.
(c) If the DRP is extended by the Directors in accordance with clause 5(c), any Notice of Election received from a Shareholder in respect of the DRP is deemed to continue to apply for that Shareholder during any Additional Period unless the Shareholder otherwise notifies the Company of a change in or termination of their election in accordance with paragraph (f).
(d) A Shareholder who wants to participate in the DRP may specify the Shareholder’s Nominated Percentage in the Notice of Election.
(e) A Notice of Election is deemed to specify a Nominated Percentage of 100%, unless a Shareholder specifies its Nominated Percentage in the Notice of Election.
(f) A Participant may at any time terminate their participation in the DRP or change their Nominated Percentage by giving the Company written notice.
How long does the DRP operate? (a) The DRP operates for one year from the Commencement Date.
No issue of Shares under the DRP will be made until on or after the Commencement Date.
(b) The DRP automatically terminates at the end of that period, subject to paragraph (c).
(c) The Directors may extend the period of operation of the DRP in accordance with the terms for a further one year in their absolute discretion (Additional Period) on terms that are not materially different from those immediately prior to the end of the previous period of the DRP’s operation.
(d) For the avoidance of doubt, paragraph (c) above applies at the end of any Additional Period.
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What are the DRP entitlements? (a) Subject to this clause, the Company must apply each dividend payable to a Participant
in respect of Participating Shares to subscribe for or acquire Shares on the Participant’s behalf at the DRP Price.
(b) The number of Shares subscribed for or acquired is the total amount of the dividend payable on the Participant’s Participating Shares, divided by the DRP Price referable to the relevant dividend and rounded up to the nearest whole number.
(c) A dividend payable in respect of a Participant is not available for reinvestment under the DRP to the extent that the Company is entitled to and does retain or otherwise deal with the dividend in accordance with its Constitution or any legal requirements, including withholding tax.
(d) The DRP does not operate in relation to a dividend to the extent that the allotment, issue, or transfer of Shares under the DRP is in breach of any applicable law.
(e) If and to the extent that the DRP does not operate, the relevant dividend must instead be distributed in cash to Participants in the same way as to other Shareholders who do not participate in the DRP.
Issue or Transfer of Shares Shares allotted to a Participant under the DRP or purchased under the DRP on their
behalf:
(a) must be allotted or purchased on the date that the dividend is applied under clause 6(a) and (b).
(b) must be allotted or purchased in accordance with the Listing Rules;
(c) rank equally with existing Shares from the date of allotment or purchase; and
(d) must be registered on the same Register as the majority of the relevant Participant’s Participating Shares.
Statements (a) After each allocation of shares under the DRP, the Company must send to each
Participant a holding statement for the Shares allotted.
(b) At the time the Company sends advice about each dividend payment, it must send to each Participant a statement setting out:
(i) the record date for the purposes of the payment by the Company of the relevant dividend;
(ii) the number of Participating Shares in the DRP as at the last Record Date;
(iii) the total amount of the dividend in cents paid per Participating Share;
(iv) the number of Shares allotted to the Participant or purchased on their behalf under the DRP and the cost of each of those Shares;
(v) the DRP Price for the Shares allotted to the Participant or purchased on their behalf under the DRP;
(vi) the amount of withholding tax (if any) applicable to the dividend;
(vii) the extent to which the dividend is franked;
(viii) the Participant’s total holding of both Participating and Non-Participating Shares after the allocation; and
(ix) other information as the directors determine.
What if there is a change in a participant’s shareholding? (a) Where a Participant transfers Shares, a percentage of the Shares transferred which
is equal to the Nominated Percentage are deemed to be Participating Shares.
(b) Where Participating Shares are transferred, they cease to be Participating Shares as soon as the relevant transfer is registered.
(c) The number of a Participant’s Participating Shares is the Nominated Percentage of the Participant’s Shares from time to time, regardless of any change in the total number of the Participant’s Shares.
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Notices (a) A notice from a Shareholder which is provided for in these terms must be in writing,
addressed to the Company, and in the form prescribed for that purpose by the Directors, if any.
(b) Separate notices must be given for each parcel of Shares identified in the Register by a separate Shareholder number. 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.
(c) Notices which the Company receives are effective for a particular Record Date if received before 5.00pm Sydney time one business day before the Record Date.
ASX Quotation The Company must promptly apply for quotation on the ASX of all Shares allotted under the
DRP.
Modification and Termination (a) The terms of the DRP amend the terms of the dividend reinvestment plan previously
adopted by the Board and notified to the ASX as suspended (the Original Plan), by substituting this DRP for the terms of the Original Plan as an amendment to those terms, and as an amendment permitted under the terms of the Original Plan.
(b) The Directors may modify the terms of the DRP, or terminate or suspend the DRP, by giving written notice to Participants by way of lodging an announcement with the ASX describing the modification, termination or suspension of the DRP and the posting of that announcement on the Company’s website.
(c) A dispute or disagreement arising under or in relation to the DRP or these terms may be settled by the Directors in any way they consider appropriate. A determination made by the Directors is final and binding.
Costs No brokerage, commission or other transaction costs are payable by the Participants in
respect of an allotment of Shares under the DRP.
Governing law The laws of New South Wales govern these terms.
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Schedule 1 — Dictionary1 DICTIoNARy
In these terms:
ASX means the Australian Securities Exchange Limited.
Board means the board of directors of the Company.
Commencement Date means 12 October 2007.
Company means CSR Limited (ABN 90 000 001 276).
Constitution means the constitution of the Company as amended from time to time.
Directors means the directors of the Company from time to time.
Discount means, in relation to a dividend to be reinvested under this DRP, any discount to Market Price determined by the Board in its absolute discretion to apply to Participating Shares to be acquired with that particular dividend.
DRP means the Company’s Dividend Reinvestment Plan conducted in accordance with these terms, as amended from time to time.
DRP Price means the price at which Shares will be transferred or issued under the DRP, being the Market Price less any applicable Discount.
Listing Rules means the Main Board Official Listing Rules of the ASX.
Market Price means arithmetic average of the VWAP (rounded to four decimal places) on each day during the Price Determination Period as determined by the Directors or, if no Shares are traded during the Price Determination Period, the last sale price for the Shares, recorded on the ASX before the start of the Price Determination Period.
Nominated Percentage of a Shareholder’s Shares means the percentage of a Shareholder’s Shares participating in the DRP from time to time, as nominated by the Shareholder in accordance with these terms.
Notice of Election means a notice in a form determined by the Directors of the Company by which a Shareholder makes an election as to the Shareholder’s participation in the DRP.
Participant means a Shareholder participating in the DRP.
Participating Shares means a Participant’s Shares which are to participate in the DRP, calculated by multiplying the Nominated Percentage by the number of the Shareholder’s Shares (other than Shares of the Participant held under the terms of the Company’s universal share/option plan or transition share plan which were acquired (partly or wholly) from the proceeds of loans from the Company which remain outstanding and other than Shares of the Participant which are held under a scheme known as the Company’s dividend retention scheme or any other scheme which applies dividends otherwise payable on those Shares to the repayment of loans made under the Company’s universal share/option plan or transition share plan).
Price Determination Period means the period starting on the second trading day after the relevant Record Date and ending eleven trading days after the relevant Record Date.
Record Date means the date for determining entitlements to a dividend.
Register means the register of members maintained by the Company, including the principal register and any branch registers.
Shareholder means a person registered as a holder of Shares in the Register.
Shares means fully paid ordinary shares in the capital of the Company.
Trading Days means days on which the ASX is open for trading.
VWAP means the daily volume weighted average market prices of all Shares sold on ASX’s trading platform including the closing single price auction, but excluding all off-market trades including but not limited to transactions defined in the ASX Market Rules as special crossings, crossings prior to the commencement of the open session state, portfolio special crossings, equity combinations, crossings during overnight trading, overseas trades, trades pursuant to the exercise of options over Shares and any other trades that the Directors determine should be excluded on the basis that the trades are not fairly reflective of supply and demand.
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2 INTERPRETATIoN
In these terms, the following rules of interpretation apply unless the contrary intention appears: (a) headings are for convenience only and do not affect the interpretation of these
terms; (b) the singular includes the plural and vice versa; (b) other parts of speech and grammatical forms of a word or phrase defined in these
terms have a corresponding meaning; (c) an expression importing a natural person includes any company, partnership, joint
venture, association, corporation or other body corporate and any government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity;
(d) a reference to any thing includes a part of that thing; (e) a reference to any statute, regulation, proclamation, ordinance or by-law includes all
statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under the statute;
(f) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document;
(g) a reference to a party to a document includes that party’s successors and permitted assigns; and
(h) a covenant or agreement on the part of two or more persons binds them jointly and severally.
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Shareholders Information and InquiriesComputershare Investor Services Pty LimitedLevel 3, 60 Carrington StreetSydney NSW 2000 AustraliaGPO Box 7045Sydney NSW 2001 AustraliaTelephone within Australia 1800 676 061International +61 3 9415 4033 E-mail [email protected]
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