Your shares remain the same shares, in the same Australian company. You do not need to sell your ASX quoted shares and buy new shares, and no action is required by you to move your holding. However, you will have at least one month after the date of the Meeting to sell your shares on ASX should you wish to do so.

Following the Delisting, the Consolidation and the Class B Share bonus issue, shareholders’ holdings of both Ordinary Shares and Class B Shares will be repositioned from the Australian share register (Computershare) to a US share register administered by the Company’s US transfer agent, Computershare US. Your shares will be recorded directly on the US share register, registered in the same name(s) as they were recorded on the Australian share register, and held in book-entry (uncertificated) form through the Direct Registration System (DRS), which is similar to holding shares in issuer sponsored form in Australia.

Once the repositioning is complete, DRS holding statements for your Ordinary Shares and Class B Shares will be despatched by post to your registered address, confirming your shareholdings and your new Holder Account Number.

By way of illustration, a shareholder who holds 10,000 Ordinary Shares today would, if all four resolutions are passed and the proposals are implemented:

• Consolidation: hold 3,333 Ordinary Shares following the 1-for-3 Consolidation (10,000 ÷ 3); and
• Class B Share bonus issue: receive 476 Loyalty (Class B) Shares, being one Class B Share for every seven post-Consolidation Ordinary Shares held (3,333 ÷ 7).

The shareholder would therefore hold 3,333 Ordinary Shares and 476 Class B Shares. Fractional entitlements are dealt with as set out in the Notice of Meeting. Existing shareholder’s proportional interest in the Company is unchanged by the Consolidation and, because every shareholder receives Class B Shares on the same basis, no shareholder’s percentage voting power changes when the Class B Shares are issued. The new Class B share class is to be undertaken for the purpose of rewarding loyalty of long-term Shareholders, and over time the relative voting power of long-term holders of Class B shares will increase as other holders elect to reclassify their Class B shares into Ordinary Shares for sale. Some illustrative examples can be found in the Notice of Meeting.

Advantages of holding Class B Shares: Class B Shares carry enhanced voting rights – ten votes per share on a poll, compared with one vote per Ordinary Share – and are designed to reward long-term shareholders of the Company. Their economic rights, including to dividends, are otherwise identical to Ordinary Shares. The enhanced voting rights are retained for as long as the shareholder holds the Class B Shares; they are only given up if the shareholder chooses to realise the economic value of the share by reclassifying it into an Ordinary Share.

Disadvantages of holding Class B Shares: Class B Shares will not be quoted on any exchange and will not be tradeable (and not transferable except in limited circumstances). The economic value of a Class B Share can therefore only be realised by reclassifying it, one-for-one, into an Ordinary Share, at which point the enhanced voting rights attached to that share are lost. Once reclassified into an Ordinary Share, it cannot be converted back into a Class B share.

Yes, the repositioning is automatic and there is no opt-in. Shares held through a broker, wrap platform or other custodian are recorded on the Australian share register in the name of that custodian (or its nominee) and will be recorded on the US share register in the same name. Your holding will therefore remain within your existing platform or custody arrangement, rather than being moved into your own name at the registry.

Whether, and how, your platform or broker will support trading of the Company’s shares on Nasdaq is a matter for that platform or broker, and arrangements vary. Shareholders who hold through an Australian broker or platform are encouraged to contact them now to confirm how they will support trading in the Company’s shares on Nasdaq following the Delisting and Nasdaq listing. Alternatively, shareholders may be able to use the DRS Sale Facility provided by Computershare US to facilitate trading on Nasdaq (see question 6).

No, you do not need to sell your KPGHF shares and buy new shares. The Company has only one share register, which is currently maintained in Australia. Shares traded on the US OTC market under the ticker KPGHF are Ordinary Shares held by a US broker (on behalf of its client) through an Australian custodian.

When the Company’s shares are repositioned to the US share register, that custody arrangement will continue unless, before or after the repositioning, the US broker moves the Ordinary Shares into its own name and deposits them into DTC (the US central securities depository, equivalent to CHESS in Australia) on behalf of its client.

Within the US broker’s own systems, the Company expects that the broker will re-link the Ordinary Shares from the KPGHF OTC ticker to the Company’s Nasdaq ticker, and that this will be visible in the client’s account. This is an operational step for the broker; it is not a process that Computershare or the Company is involved in. Shareholders should speak to their US broker about when this will occur in conjunction with the Nasdaq listing.

No. The Company will not maintain an OTCQX quotation alongside a Nasdaq listing as they will be listed solely on Nasdaq.

A Nasdaq listing provides everything the OTCQX quotation was a substitute for: trading in US dollars, eligibility for US brokers, eligibility for inclusion in US indices and substantially better liquidity.

Trading on Nasdaq requires a suitable broking arrangement. Once your shares are recorded on the US share register, there are two main ways to trade them:

• Through a US broker: if you have a US broking arrangement and wish to deposit your Ordinary Shares into your broker account within DTC, you will need to provide your US broker with the following information as displayed on your DRS statement: your Holder Account Number; your registration details; your Ordinary Share balance; and your US Tax ID number (if applicable). This will allow your US broker to deposit the Ordinary Shares electronically into your broking account held within DTC; or
• Through the Computershare US DRS Sale Facility: alternatively, shareholders who wish to transact in their Ordinary Shares may apply to Computershare US to use its DRS Sale Facility to facilitate trading on Nasdaq. Further information about the DRS Sale Facility will accompany your DRS holding statement.

Class B Shares will not be quoted on any exchange. A holder who wishes to sell must first reclassify their Class B Shares into Ordinary Shares, which may be done one-for-one at the holder’s election and this would result in loss of the enhanced voting rights attaching to Class B Shares.

Until the Delisting, shareholders may continue to sell their Ordinary Shares on ASX in the usual way. The Delisting will take place no earlier than one month after shareholder approval has been obtained for the delisting from ASX and Nasdaq listing approval is received. The Company does not intend to implement any buy-back or other facility that would enable shareholders to sell or redeem their shares in connection with the Delisting.

The Company’s franking account is maintained under Australian tax law and is not affected by where the Company’s shares are listed. KPG will remain an Australian public company and an Australian tax resident following the Nasdaq listing and will continue to maintain its franking account. Franking credits accumulated to date are therefore preserved and remain available to be attached to future dividends.

Whether, when and to what extent the Company pays dividends remains a matter for the Board, having regard to the Company’s capital allocation priorities, including the funding of its acquisition programme.

If the Company pays a franked dividend in the future, Australian resident shareholders would generally be entitled to the attached franking credits in the usual way, whether their shares are recorded on the Australian or the US share register. Non-resident shareholders are not entitled to franking credits; however, fully franked dividends paid to non-residents are generally not subject to Australian dividend withholding tax. Shareholders should seek their own tax advice having regard to their personal circumstances.

Shareholders with questions about their holding should contact the Company’s share registry, Computershare Investor Services Pty Limited, on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia). Further information on the proposals, including the Notice of Meeting and the Independent Expert’s Report, is available on this page.

Dates for the Delisting, Consolidation, Class B Share bonus issue and commencement of trading on Nasdaq are indicative and subject to change, including due to review by the US Securities and Exchange Commission of the Company’s registration statement and by Nasdaq of the Company’s listing application. There is no certainty that the Nasdaq listing will proceed or as to its timing, and KPG will keep the market informed of any material changes.