DEBENTURE TRUST DEED PURPOSE OF REPORT ...

Debenture Trust Deed 11
conditions set out in Part IV of the First
Schedule) (Stock Certificate Form), unless
such conflict has been agreed to by the
Stockholder and the Council; and
those terms set out in the relevant Stock Certificate Form, as
amended by agreement with the Stockholder (and, for
the avoidance of doubt, if a Stock Certificate is issued
in a form agreed with the Stockholder, that Stock
Certificate shall amend the relevant Stock Certificate
Form for that Stock); and
any further terms (including those stipulated in any application
form or other issuing or offer documentation in respect
of the Stock) as may be required by the Council and
approved by the Trustee,
provided that:
notwithstanding any agreement between the Council and the
relevant Stockholder contemplated by the provisions of
paragraphs 0 and 0 above, no term of any Stock which
conflicts with an express term of this Deed shall be
effective unless agreed to by the Trustee or paragraph
0 applies; and
any change to a Stock Certificate Form agreed to by the
Council and/or the relevant Stockholder but not the
Trustee will only be effective to the extent that it is, in
the Council's reasonable opinion:
required to correct a manifest error or omission, or is
of a minor, formal or technical nature; or
required to comply with, or as a result of the coming
into effect of, any legislation.
Those provisions and terms, or such of them as are applicable
to the respective Stock, shall be binding on the Council, the
Trustee and, by their acceptance of the Stock, the relevant
Stockholders and all persons claiming through them
respectively, each of whom shall be deemed to have notice
thereof.
Execution: Stock Certificates shall be executed by the Council
either by the Chief Executive on behalf of the Council or in
such other manner (including by way of facsimile
execution) as is duly authorised by the Council.
Passing of Title: Notwithstanding anything to the contrary
contained or implied in this Deed, title to Stock (other than
Bearer Stock) shall pass only upon registration by the
Registrar of the transfer in compliance with this Deed and
the conditions applicable to that Stock, and no dealing with
any Stock Certificate (other than in respect of Bearer
Stock) shall operate to transfer or otherwise affect title to
the Stock to which it relates.
KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson