DEBENTURE TRUST DEED PURPOSE OF REPORT ...

FIRST SCHEDULE
PART IV
FURTHER CONDITIONS
1. EVERY Stockholder (other than a Holder of Security Stock) shall on payment in full
for the Stockholder's Stock, and every Holder of Security Stock issued pursuant to
the provisions of the Trust Deed, shall be entitled to receive free of charge a
Certificate or Certificates for its Stock PROVIDED THAT joint Holders of Stock shall
not be entitled to duplicate Certificates in respect of the Stock held by them jointly
and the Certificate in respect of a joint holding may be delivered to such one of the
joint Holders as the Council may select.
2. ON production to the Council or the Registrar of a damaged Certificate, the Council
or the Registrar may cancel such and issue a replacement, and if any Certificate is
lost or destroyed then, upon proof thereof to the satisfaction of the Council or the
Registrar and on such indemnity if any as it may require being given, and upon
payment of out-of-pocket expenses of the Council or the Registrar in investigating
evidence as the Council or the Registrar may deem adequate, a replacement may be
given to the person apparently entitled thereto. An entry as to the issue of the new
Certificate and the indemnity (if any) shall be made in the Register.
3. THE executors or administrators of a deceased Stockholder (not being one of several
joint Stockholders), and in the case of the deceased of one or more of several joint
Stockholders the survivor or survivors of such joint Stockholders, shall be the only
persons recognised by the Council, the Registrar or the Trustee as having any title or
interest in such Stock PROVIDED ALWAYS that if such Stockholder having sold any
or all of its Stock had delivered to the transferee, or to a FASTER Participant (as
defined in the "NZX Participant Rules") acting in connection with that sale, a transfer
of the Stock so sold signed by him or her but which had not been registered before
his or her death the Council may, subject to compliance by the transferee with the
conditions as to transfer applicable to the Stock, register that transfer notwithstanding
that the Council has notice of that Stockholder's death.
4. ANY person becoming entitled to Stock as a result of the death, bankruptcy or
liquidation of any Stockholder may (subject to the conditions as to transfer applicable
to the Stock), upon producing such evidence of such person's entitlement as the
Council shall think sufficient, be registered as the Holder of such Stock. This
condition shall include any case in which a person becomes entitled as a survivor of
persons registered as joint Holders.
5. ALL payments of principal or interest on the Stock will be made (subject to
condition 6 below) in New Zealand to the person entered in the Register as the
Holder of the Stock on the Record Date immediately preceding the payment date
upon which such payment is due and payable, and otherwise in accordance with the
provisions of the Trust Deed. For the purposes of these conditions, Record Date
means the tenth day before the relevant date for payment of any Principal and/or
interest in respect of the Stock, or, if such day is not a business day, then such day
as determined by the Paying Agent in accordance with its usual practice.
6. PAYMENTS in respect of the Stock will be made, after deduction of applicable
withholding or other taxes in accordance with the Trust Deed by the Paying Agent
posting a cheque to the Registered Address, as at the applicable Record Date, of the
Stockholder or, in terms of any agreement between the Council and the Stockholder,
by direct credit or other payment means as notified in writing to the Paying Agent by
KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson