Gowing Bros : DRP Amendment

Investing Together For a Secure Future‌

29 August 2017

ASX Market Announcements

Australian Securities Exchange Limited Level 4, 20 Bridge Street

SYDNEY NSW 2000

GOWING BROS LIMITED EST. 1868

ACN 000 010 471

UNIT 21, UPPER DECK JONES BAY WHARF 26-32 PIRRAMA ROAD

PYRMONT NSW 2009

TEL 61 2 9264 6321

FAX 61 2 9264 6240

www.gowings.com

GOWINGS AMENDS DIVIDEND REINVESTMENT PLAN

Gowing Bros. Limited (Gowings) announces that whilst the Board of Gowings ("Board") is still considering re-activating the Company's Dividend Reinvestment Plan (DRP or the Plan) for any future dividend payments, that the Board has resolved to amend the DRP in accordance with the terms of the Plan to bring the Plan in line with modern dividend reinvestment plans.

As you are aware, the Company has in previous years operated a DRP that allowed shareholders to re-invest their dividends into additional fully-paid shares in the Company. Shareholders who participate in the Plan are allocated shares free of brokerage, commission and other transaction costs that may otherwise be payable for the acquisition of shares.

Among other features summarised below, the amended DRP now requires shareholders to nominate a percentage of their shareholding for participation in the Plan. The DRP previously required shareholders to nominate a fixed number of their shares for participation in the plan.

A shareholder would now nominate a proportion of their shareholding that will participate in the Plan -

e.g. 50% - rather than a fixed number of shares that will participate - e.g. 50 shares.

This amendment allows the Plan to better respond to increases and decreases in a shareholder's holding and allows shareholders to realise the benefit of compounding share issues under the DRP.

Please note that as the DRP has been suspended for several years, all existing elections are no longer operative, so to be eligible you will need to complete a new application form.

In accordance with the DRP rules, the directors of the Company will determine the issue price of shares under the DRP, and whether a discount will be applied to the issue price. This information will be provided to shareholders ahead of the Record Date.

The key features of the DRP (as amended) are as follows:

• Shareholders may nominate a fixed percentage of their shares to participate in the Plan. This allows shareholders to benefit from the compounding effect of new shares issued under the DRP without having to provide a participation application each time.

• There is no maximum or minimum proportion of your shares that may participate in the Plan.

• Participation in the DRP is optional and available to all shareholders except where a shareholder who is a resident in, or whose address on the share register is situated in a country

  other than Australia and New Zealand (a "Non-resident") unless the Directors determine that the offer will be made to shareholders in that country. Shareholders may choose to participate or terminate their participation in the DRP at any time (however, the effective date of that participation or termination will be determined in accordance with the Plan rules).

  • If as a result of the operation of the plan, a residual amount remains after the allotment of shares, the Company may (in its absolute discretion):

    • retain that outstanding amount and apply it to the issue of shares under future dividends;

    • pay that outstanding amount to the relevant shareholder; or

    • donate that relevant amount to charity.

  • If a person has two separate holdings, those shareholdings will be treated separately for the purpose of the DRP and separate participation applications must be submitted for each holding.

  • DRP participation does not affect your eligibility for franking credits.

  • Once shares have been allocated to you under the DRP, they will rank equally with existing shares in terms of any future dividends.

  • Once you elect to participate, the DRP will continue to apply for future dividend payments, unless you advise otherwise or unless the DRP is suspended or terminated by the Board in accordance with the DRP rules.

The complete DRP rules are attached to this announcement and can be accessed at http://gowings.com/reports-announcements

Gowings recommends that you seek financial advice and read the terms and conditions of the DRP rules in their entirety before deciding whether or not to participate in the Plan.

In order to participate in the DRP for any dividend, you will need to ensure your DRP participation application is received, or your online election is made, by no later than 5pm (AEDT) on the first business day following the relevant dividend record date.

You can make your election online by visitingwww.computershare.com.au/easyupdate/GOW. For information about the DRP please contact the Company Secretary, Belinda Flatters on:

(02) 8669 4312

For information on how to complete an election form or any other enquiry with respect to an individual holding please contact the Company's share registry.

By Mail:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne

Victoria 3001 Australia

Enquiries:

(Within Australia) 1300 855 080

(International) 61 3 9415 4000

John Gowing Managing Director

GOWING BROS LIMITED DIVIDEND REINVESTMENT PLAN

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GOWING BROS. LIMITED DIVIDEND REINVESTMENT PLAN

Revised 2017

GOWING BROS LIMITED DIVIDEND REINVESTMENT PLAN

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GOWING BROS. LIMITED DIVIDEND REINVESTMENT PLAN

Passed at the Annual General Meeting Held on 29 October 1987

Amended by resolution of the Board of Directors TERMS AND CONDITIONS

The following are the Terms and Conditions applicable to the Gowing Bros. Limited ("Company") Dividend Reinvestment Plan ("the plan").

1. Participation in the plan

2. Participation is optional.

3. The directors of the Company ("Directors") may, in their absolute discretion, invite shareholders of the Company to participate in the plan. A shareholder who is resident in, or whose address on the share register is situated in a country other than Australia and New Zealand (a "Non-resident") is not eligible to participate in the plan unless the Directors determine that the offer will be made to shareholders in that country. If the Directors make such a determination, any shareholder who is a "Non-resident", before electing to participate in the plan, should seek professional advice to ascertain if any restrictions apply under any law to the participation by the shareholder in the plan.

4. A shareholder is not eligible to participate in the plan with respect to any shares allotted to them pursuant to the Gowing Bros. Employee Share and Option Plan during such time as any loan made by the Company with respect to those shares remains unpaid.

5. Participation may, subject to any restrictions in these Terms and Conditions, be varied or terminated by a plan participant at any time.

6. Applications to participate in the plan are to be made on an application form (being an application to participate in the plan in or substantially in the form of Schedule 1 or in such other form prescribed or approved by the Directors from time to time and may include an electronic form) or online1.

7. Each application received by the Company's share register will be effective for:

8. the first dividend payable after receipt of the application in which the plan is activated; and

9. 1 Online election is available at www.computershare.com.au/easyupdate/GOW