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Alexander & Baldwin, Inc. is pleased to introduce its dividend reinvestment program (the "Program") to eligible shareholders. The Program provides a simple, convenient method of acquiring additional stock at no cost to the shareholder. Participation is completely voluntary; shareholders who do not wish to participate in the Program will continue to receive their dividend checks in the same manner as they have in the past. BNY Mellon Shareowner Services (the "Administrator") administers the Program, and certain administrative support will be provided to the Administrator by Mellon Investor Services, a registered transfer agent.
Any record shareholder owning twenty-five (25) or more shares of Alexander & Baldwin, Inc. common stock is eligible to participate in the Program. In order to qualify for the Program, all shares must be held under the same name, without the slightest variation, such as using a middle initial instead of an individual's full middle name. Shares held under different names may be combined under one name to qualify for the Program. Shares must be under an individual's name rather than in the name of a broker or nominee.
Shareholders who elect to participate in the Program must participate fully; they may not request that only a portion of their dividend be reinvested and the balance be provided to them in cash. If they wish to participate, the entire dividend amount from shares registered with the Program under the participant's name must be reinvested.
Shareholders wishing to enroll in the Program should request an enrollment card, either by telephone (1-800-454-0477) or by written request to BNY Mellon Shareowner Services, P.O. Box 358015, Pittsburgh, PA 15252-8015. If the stock is registered in more than one name, all registered holders must sign the enrollment card. Participation is voluntary, and may be terminated at any time. Additional enrollment cards or information relating to the Program are available at any time by telephone or written request. (See the "Administration" section for more information on how to access Investor ServiceDirect®.)
The date of receipt of the enrollment card by the Administrator determines the commencement of a shareholder's participation in the Program. If the Administrator receives the enrollment card on or before the record date for a particular dividend, participation will begin with the next dividend payment date. The actual dividend record dates for Alexander & Baldwin, Inc. vary, but they normally fall approximately two to three weeks before the dividend payment date. The dividend payment dates, which also may vary, normally fall on the first Thursday of March, June, September, and December. If the enrollment card is received after the record date, participation will begin with the dividend payment following the next record date. Of course, declaration and payment of dividends are solely at the discretion of the Board of Directors; in addition, Alexander & Baldwin, Inc. reserves the right to change its dividend record dates and dividend payment dates at any time. Alternatively, shareholders may enroll on-line via Investor ServiceDirect®.
As a matter of convenience, new shares acquired through the Program will be held in the Administrator's name, but will be credited electronically to shareholders under the same names as are registered with the Program. The number of new shares will be reflected in each participant's quarterly statement. Stock certificates will not be issued unless and until requested by a participant. This procedure will protect shareholders' certificates from being lost, stolen or destroyed. If the dividend amount is not adequate to purchase an entire share, a fractional share (up to four decimal places) will be purchased. Certificates for fractional shares will not be issued; the Administrator will make a cash payment for any fractional share that is removed from the Program. When requesting issuance of stock certificates, please enclose a check or money order, payable to BNY Mellon Shareowner Services, for $5.00 per certificate requested, along with the properly-completed bottom portion of the quarterly statement. Alternatively, shareholders may conduct this transaction on-line via Investor ServiceDirect®. (See the "Administration" section for more information on how to access Investor ServiceDirect®.)
Shares of Alexander & Baldwin, Inc. common stock that you buy under the Program will be maintained in your Program account in non-certificated form for safekeeping. Safekeeping protects your shares against loss, theft or accidental destruction and also provides a convenient way for you to keep track of your shares. Only shares held in safekeeping may be sold through the Program. If you own Alexander & Baldwin, Inc. common stock in certificate form, you may deposit your certificates for those shares with the Administrator, free of charge. The Administrator will provide mail loss insurance coverage for certificates with a value not exceeding $100,000 in any one shipping package that is mailed to its address at 480 Washington Boulevard, Jersey City, NJ 07310 by USPS registered mail or by any of the following overnight couriers: Airborne, DHL, Emery, ExpressMail, FedEx, Purolator, TNT and UPS.
Each quarter when dividends are paid, the Administrator will use the dividend funds, which have been designated for reinvestment to purchase additional Alexander & Baldwin, Inc. shares on the open market. The Administrator will invest dividends in additional shares of Alexander & Baldwin, Inc. common stock purchased on the open market as promptly as practicable, on or after the payable date, normally within one week. In the unlikely event that, due to unusual market conditions, the Administrator is unable to invest the funds within 30 days, the Administrator will remit the funds to you by check. No interest will be paid on funds held by the Administrator pending investment. Although the new shares may be purchased at slightly different prices, each participating shareholder's purchase price will be reflected as the weighted average purchase price for shares purchased in that specific dividend repurchase block. A participant will be credited with the number of shares that his or her dividend has purchased, including fractions calculated to the fourth decimal place, if necessary. This ability to purchase fractional shares allows participating shareholders to obtain full reinvestment of funds. Fractional shares also will earn dividends just as full shares do.
The Program enables participating shareholders to purchase shares without any broker charges. Alexander & Baldwin, Inc. will pay for all costs related to the purchase of shares, including reinvestment fees, trading fees and the Program administration fee.
Participating shareholders will receive a quarterly statement providing relevant information, including a summary of the total amount of the dividend, the number of shares purchased, the price at which they were purchased, and the total number of shares owned. Thus, instead of receiving a dividend check, participants will receive a comprehensive quarterly breakdown. Participants in the dividend reinvestment plan should be aware that they will receive their quarterly statements later than non-participating shareholders receive their dividend checks, due to the time required to purchase the new shares and complete the other administrative matters.
Shareholders are strongly urged to retain the quarterly statements with their records, because they will contain important information which may be required in the future for taxation and other purposes.
Certain income tax consequences arise through the use of the Program. Reinvested dividends are subject to income taxes, just as if they were paid to shareholders in cash. Also, trading fees paid by Alexander & Baldwin, Inc. may be attributed to shareholders and subject to taxes. Information on these trading fees will be included in the information sent both to the shareholders and the Internal Revenue Service. Alexander & Baldwin, Inc. recommends that participating shareholders consult their tax advisors regarding their individual situations.
Voting. Shareholders will be able to vote their newly-purchased shares, just as they may vote their existing shares. The Administrator will forward all proxy solicitation materials to participating shareholders, and will vote the appropriate shares as the shareholders direct. If a participant does not return his or her proxy card, the participant's shares in the Program account will not be voted.
Rights Offering. Any rights offering made to shareholders also will apply to shares acquired through the Program. The Administrator will sell such rights associated with shares acquired through the Program and invest the proceeds in additional shares of stock, which will be credited to the participant's account in the Program.
Stock Splits and Stock Dividends. Shares acquired through the Program will be treated in the same manner as other shares, and will be entitled to the benefits of all stock splits and stock dividend rights. Shares issued pursuant to a stock split or stock dividend, in connection with shares participating in the Program, will be added to the participating shareholder's account.
Participants may request that the Administrator sell all or a portion of their shares held in the Program. A sales fee, and any additional trading fees or transfer taxes, will be assessed to the shareholder for each sales transaction. If the sale results in the number of shares held in the Program on behalf of the participant being reduced to below twenty-five (25), the dividend will default to a cash distribution to the participant.
Your sale request will be processed and your shares will, subject to market conditions and other factors, generally be sold within 24 hours of receipt of your request. Please note that the Administrator cannot and does not guarantee the actual sale date or price, nor can it stop or cancel any outstanding sales or issuance requests. All requests are final. The Administrator will mail a check to you (less applicable sales fees) on settlement date, which is three business days after your shares have been sold.
Alternatively, you may choose to sell your shares through a stockbroker of your choice, in which case you would have to request a certificate for your shares from the Administrator for delivery to your stockbroker prior to settlement of such sale.
Shareholders may end their participation in the Program at any time by notifying the Administrator. Notice may be made by telephone, in writing or by changing your dividend election under the account management service when you access your account over the Internet at www.bnymellon.com/shareowner/isd. The Administrator must receive this notice prior to the record date of the next dividend to prevent that dividend from being reinvested. Upon termination, all future dividends will be paid by check to the shareholder, and the Administrator will issue the shareholder a certificate for the shares in the shareholder's account. Only full shares will be issued; fractional shares will be sold and the net proceeds from the sale will be sent to the shareholder. Alternatively, a shareholder may request that the Administrator sell the shares as described previously in the section entitled "Sale of Shares."
Enrollment or sale of share requests and other transactions or services offered by the Program should be directed to the Administrator through the following:
You can enroll in the Program, obtain information, and perform certain transactions on your Alexander & Baldwin, Inc. account on-line via Investor ServiceDirect®. To gain access, you will require a password which you may establish when you visit the website. If you have forgotten your password, call 1-877-978-7778 to have it reset.
To access Investor ServiceDirect®, please visit the Mellon Investor Services website at: www.bnymellon.com/shareowner/isd.
Telephone shareholder customer service, including sale of shares, toll-free within the United States and Canada: 1-800-454-0477. International telephone inquiries: 1-201-680-6578. For the hearing impaired (TDD): 1-800-231-5469. An automated voice response system is available 24 hours a day, 7 days a week. Customer service representatives are available from 9:00 a.m. to 7:00 p.m., Eastern Standard Time, Monday through Friday (except holidays).
You may also write to the Administrator at the following address:
Be sure to include your name, address, daytime phone number, and a reference to Alexander & Baldwin, Inc. on all correspondence.
Sale of Stock $10.00 per transaction plus trading fees and any transfer tax
These fees are subject to change at any time. Alexander & Baldwin, Inc. will pay all service and trading fees connected with the purchase of shares under the Program.
The Program is subject to modification of any of its terms, suspension or termination at the discretion of Alexander & Baldwin, Inc. Participants, who have the right to withdraw from the Program at any time, will be notified of any such changes.
Neither Alexander & Baldwin, Inc. nor the Administrator will be liable for any act done in good faith, or for their good faith omission to act, including, without limitation, any claim of liability arising out of failure to terminate a participant's account upon the participant's death or judicially-declared incompetency prior to receipt by the Administrator of written notice of such death or incompetency, or with respect to the prices at which shares are purchased for the participant's account, and the times when such purchases are made, or with respect to any loss or fluctuation in the market value after purchase of shares.