Automatic Dividend Reinvestment and Voluntary Cash Payment Plan
Union Pacific Corporation is pleased to offer an Automatic Dividend Reinvestment Plan with a Voluntary Cash Payment Feature for holders of its Common Stock. The Plan permits reinvestment of Common Stock dividends and investment of voluntary cash payments, as often as monthly, from a minimum of $10 up to a maximum of $60,000 each calendar year.
The Plan is completely voluntary and provides a convenient method for having your dividends reinvested in Union Pacific Common Stock. The Company absorbs all bank service charges and brokerage commissions so that the total amount of participating shareholder dividends and voluntary cash payments is applied to the purchase of shares of Common Stock.
This information describes the Plan and its benefits to you as a Union Pacific shareholder. We hope it will be of interest.
About the Plan
The Plan provides three convenient options for shareholders of Union Pacific Common Stock who wish to use their cash dividends or make additional cash payments, or do both, to purchase shares of Union Pacific Common Stock. There are no brokerage commissions or administrative costs charged to participating shareholders in the purchase of shares. The Plan is administered by Computershare Investor Services, the Registrar and Transfer Agent for Union Pacific Common Stock.
How the Plan Works
Option 1- Full Dividend Reinvestment
If you elect this option, cash dividends on all of your Union Pacific Common shares are automatically reinvested for you in shares of Union Pacific Common Stock. Participants may also invest additional cash to purchase shares of Union Pacific Common Stock, as described under Option 3.
Option 2 - Partial Dividend Reinvestment
Under this option, cash dividends on a designated number of your Union Pacific Common shares are reinvested automatically in shares of Union Pacific Common Stock. You will receive a check for cash dividends on the remaining shares for which dividends are not reinvested. In addition, you may invest additional cash to purchase shares of Union Pacific Common Stock, as described under Option 3.
Option 3 - Voluntary Cash Payments only
You may also choose to invest cash other than your dividends as often as once a month in amounts of $10 or more up to a maximum of $60,000 in total for each calendar year. You may elect this option regardless of whether you also want to invest dividends under Option 1 or Option 2. If you elect this option, you must send Computershare Investor Services a check or money order made payable to Computershare Investor Services-Union Pacific DRP in the amount you wish to invest, subject to the dollar limits described above. You need not make the same cash payment each time, nor do you need to make regular cash payments.
When will investments occur?
Assuming timely receipt by Computershare Investor Services, voluntary cash payments will be invested beginning on the first business day of the month following receipt, assuming no dividend is payable that month. In the months in which dividends are paid, voluntary cash payments and dividends will be invested concurrently, beginning on the dividend payment date. Dividends are customarily paid on the first business day of January, April, July and October. Computershare Investor Services will make every effort to invest dividends and voluntary cash payments promptly on or after the investment date and in no event more than 30 days from such date. The per share price for a purchase in any month shall be the average price of all purchases made in that month.
Voluntary cash payments must be received by Computershare Investor Services at least five business days prior to the first business day of any month, or dividend payment date for a month in which dividends are paid, in order to be reinvested in that month. To insure the timely arrival of your voluntary cash payments, please allow sufficient time for delivery when mailing payments. No interest will be paid on funds held by Computershare Investor Services pending investment. You may obtain a refund of any voluntary cash payment if a written request for such refund is received by Computershare Investor Services more than 48 hours before each investment.
Participation Eligibility
Every Common shareholder of record of Union Pacific Corporation is eligible. If you own shares held in the name of a broker, bank or other nominee and wish to participate, you should request that shares be transferred to your own name.
Shareholders' Benefit
- Union Pacific Corporation pays both brokerage commissions and administrative service charges in the purchase of shares.
Dividends you elect to reinvest, and cash investments you make, are fully invested in full and fractional shares. - Personal record maintenance is simplified through an account statement that is mailed to you by Computershare Investor Services after each investment for your account.
- As long as you participate in the Plan, Computershare Investor Services, as your agent, will hold your stock certificates in safekeeping. This provides protection against loss or theft of your certificates. However, if you prefer, upon written request to Computershare Investor Services, certificates for full shares credited to your account will be delivered to you.
- Fractional shares will be purchased for you when your dividend or cash investment, or both, is not sufficient to purchase a full share. Dividends are paid on both full and fractional shares. Thus, every invested dollar is producing additional cash dividends which can be reinvested in additional shares.
- The Plan provides a systematic and simple way for you to increase your Union Pacific Corporation shareholdings. Computershare Investor Services does all the work and Union Pacific Corporation absorbs all the costs incurred in the purchase of shares.
- You may terminate your participation in the Plan at any time and elect to receive a certificate for the number of full shares credited to your account and a check for any fractional shares, less any brokerage commissions, handling charges, if any, and any other costs of selling the fractional shares.
Or, if you prefer, Computershare Investor Services will sell all or part of the shares credited to your account under the Plan and send you a check for the proceeds, less any brokerage commissions, handling charges, if any, and any other costs of selling such shares.
- You have voting rights for all full shares held for you by Computershare Investor Services.
- You may also send Computershare Investor Services your other Union Pacific Common Stock certificates for safekeeping free of charge. Because you bear the risk of loss in sending stock certificates to Computershare Investor Services, it is recommended that your certificates be sent by registered mail, return receipt requested, and properly insured.
Certificates need not be endorsed. Whenever certificates are issued to you either upon your request or upon termination of your participation, new, differently numbered certificates will be issued.
Tax Implications
Even though your dividends will be reinvested, they are subject to income taxes as if they were paid to you in cash. In addition, the Internal Revenue Service has ruled that the amount of brokerage commissions paid by Union Pacific Corporation on your behalf is to be treated as a distribution to you which is subject to income tax in the same manner as your dividends.
The amount paid for brokerage commissions is includable in your cost basis of shares purchased. The information return sent to you and the Internal Revenue Service at year-end will show the amount paid on your behalf.
A more detailed description of the terms and conditions of the Plan is set forth on the reverse of this brochure and should be reviewed carefully.
How to Enroll
- To enroll in the Automatic Dividend Reinvestment Plan - with Voluntary Cash Payment Feature - please review the terms and conditions. Then, you need merely:
- Write:
Computershare Investor Services, LLC
P.O. Box 43036
Providence, RI 02940
and request an enrollment form for Union Pacific Corporation's Dividend Reinvestment Plan. Please include your name, address and social security number.
or
- Call 1-800-317-2512 and request an enrollment form.
Terms and Conditions
- As agent for the shareholder, Computershare Investor Services will in accordance with each shareholder's authorization:
- apply all or part of the cash dividends on the full and fractional shares of Union Pacific Corporation ("Union Pacific") Common Stock held by the participant under the Plan, to the purchase of full and fractional shares of Union Pacific Common Stock for such participant, and/or
- apply all cash payments from $10 to $60,000 (not to exceed $60,000 in any calendar year) received from a participant to the purchase of full and fractional shares of Union Pacific Common Stock for the participant's account.
The purchases, as described in (a) and (b) above, may be made on any securities exchange where such shares are traded, in the over-the-counter market, or by negotiated transactions and may be subject to such terms of price, delivery, etc., as Computershare Investor Services may agree. Neither Union Pacific nor any shareholder shall have any authority or power to direct the time or price at which shares may be purchased, or the selection of the broker or dealer through or from whom purchases are to be made. Any voluntary cash payment will be refunded if the participant's written request for a refund is received by Computershare Investor Services at least 48 hours before the next succeeding investment.
- Voluntary cash payments received within five business days prior to the first business day of any month in which no dividend is paid will be invested beginning on such first business day. In the months in which dividends are ordinarily paid, voluntary cash payments and dividends will be invested beginning on the dividend payment date. For the purpose of making purchases, Computershare Investor Services will commingle each participant's funds with those of all other holders of Union Pacific Common Stock who are participants in the Plan. Computershare Investor Services will make every effort to invest voluntary cash payments and any dividends it receives promptly on or after each investment date and in no event later than 30 days from such date except where otherwise required under any applicable federal securities laws.
- The price per share of shares of Common Stock purchased for each participant's account shall be the average price of all such shares purchased for that month.
Computershare Investor Services will hold the total shares of Common Stock purchased for all participants in the name of its nominee and will have no responsibility for the value of such shares after their purchase. - A statement describing any voluntary cash payments and any dividends invested, the number of shares of Common Stock purchased, the price per share, and the total shares of Common Stock accumulated under the Plan will be mailed to each participant by Computershare Investor Services as soon as practicable after completion of each investment for a participant's account.
- Participants may obtain a certificate or certificates for all or part of the full shares of Common Stock credited to their accounts at any time by making a request in writing to Computershare Investor Services. There is no charge for certificating shares.
- Certificated shares which are sent to Computershare Investor Services by participants for safekeeping will be deposited into the Plan and, at the election of such participants, dividends on these shares will be automatically reinvested. There is no charge for such deposits.
- Participation in the Plan may be terminated by a participant at any time by written instructions to that effect to Computershare Investor Services, which will be processed as promptly as possible after receipt. To be effective on any given dividend payment date, the notice to terminate must be received by Computershare Investor Services before the record date for that payment. If a notice to terminate is received by Computershare Investor Services on or after the record date for a dividend payment, such notice to terminate will become effective before such dividend has been reinvested and the shares purchased are credited to the participant's account under the Plan. Computershare Investor Services, in its sole discretion, may either pay such dividend in cash or reinvest it in shares on behalf of the terminating participant. If such dividend is reinvested, Computershare Investor Services will sell the shares purchased and remit the proceeds to the participant, less any brokerage commissions, handling charges, if any, and any other costs of sale. Computershare Investor Services may terminate, for whatever reason at any time as it may determine in its sole discretion, a participant's participation in the Plan upon mailing a notice of termination to the participant at the participant's address as it appears on Computershare Investor Services' records.
Upon termination, a participant will receive certificates for the full shares of Common Stock credited to the participant's account. Upon withdrawal of shares from the Plan (whether or not a participant has requested termination), a participant may instruct Computershare Investor Services to sell all or part of such shares. Such sale may, but need not, be made by purchase of the shares for the account of other participants, and any such transaction shall be deemed to have been made at the then current market price. Computershare Investor Services will remit the sale price thereof less any brokerage commissions, handling charges, if any, and any other costs of sale. Fractional shares credited to a terminating account or other withdrawal will be paid for in cash at the then current market price, less any brokerage commissions, handling charges, if any, and any other costs of sale. - A participant will have the sole right to vote the full shares held by Computershare Investor Services in the participant's account under the Plan on the record date for a vote. Participants under the Plan who are registered holders of Common Stock will receive only one proxy which will include any full shares held under the Plan. Dividends paid on the accumulated shares, and the amount of brokerage commissions paid on behalf of the participant by Union Pacific, will be included in the Form 1099-DIV information return to the Internal Revenue Service and only one Form 1099-DIV will be sent to each participant.
- Any stock dividends or split shares of Union Pacific Common Stock distributed on shares held by Computershare Investor Services for a participant will be credited to the participant's account. In the event that Union Pacific makes available to its holders of Common Stock rights to subscribe to additional shares, debentures, or other securities, the full shares held for a participant under the Plan will be added to other shares held by the participant in calculating the number of rights to be issued to such participant.
- Computershare Investor Services shall not be liable under the Plan for any act done in good faith or for any good faith omission to act including, without limitation, any claims for liability (1 ) arising out of failure to terminate a participant's participation in the Plan upon the participant's death prior to receipt of notice in writing of such death, and (2) with respect to the prices at which shares are purchased or sold for participants' accounts and the time such purchases or sales are made.
- The Tax Equity and Fiscal Responsibility Act of 1982 imposes certain reporting obligations upon brokers and other middlemen. As a result, Computershare Investor Services will be required to report to the Internal Revenue Service and the participant any sales of stock by it on behalf of a participant.
- The terms and conditions of this Plan may be amended and the Plan may be terminated at any time as determined by Union Pacific in its sole discretion.
- The terms and conditions of the Plan and its operation shall be governed by the laws of the State of Illinois.
Contact Information
Any notices, questions, or other communications regarding the Plan should be addressed to:
Computershare Investor Services, LLC
P.O. Box 43036
Providence, RI 02940
Telephone Help Line
The Telephone Help Line – (800) 317-2512 – is available to answer most questions 24 hours a day, 7 days a week, and is staffed with service representatives to provide additional assistance from 8:30 a.m. to 5:00 p.m., Central Time, Monday through Friday.
Be sure to include a reference to Union Pacific Corporation in any correspondence.