DEBENTURE TRUST DEED PURPOSE OF REPORT ...

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the Council or the Stockholder. Any such notice shall be deemed to be automatically cancelled on transfer of the Stock. 7. IF several persons are entered in the Register as joint Holders of any Stock then without prejudice to condition 6 above the receipt, or compliance with the payment directions, of any one of such persons for any Principal Money (or any part of the Principal Money) or interest or other sums from time to time payable on or in respect of such Stock shall be as effective a discharge to the Council, the Registrar, the Paying Agent and the Trustee as if the person signing such receipt or giving such payment directions were the sole registered Holder of such Stock. 8. IF the date for any payment in respect of the Stock is not a business day, payment shall be made on the next succeeding business day and no additional interest or other sum shall be paid in respect of any period during which payment is so delayed. 9. THE Stockholder must at all times comply with, and not expose the Council or the Trustee to any immediate or possible liability under or in respect of, the Securities Act or any other law applicable to the advertising, offering, sale or transferring of Stock. 10. THE obligations of the Council in respect of the Stock may only be enforced in the circumstances provided for, and in accordance with the terms of, the Trust Deed. Words and expressions in these further conditions shall have the same meaning as in the Trust Deed unless otherwise defined or the context otherwise requires. KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson
SECOND SCHEDULE MEETINGS <strong>OF</strong> STOCKHOLDERS 1. Definitions: In this Schedule the expression Extraordinary Resolution means a resolution: 1.1 passed at a duly convened meeting (including an adjourned meeting) of Stockholders by a majority consisting of not less than three-fourths of the persons voting thereat upon a show of hands or, if a poll is duly demanded, by a majority consisting of not less than three-fourths of the votes given on such poll; or 1.2 in writing signed by at least three-fourths in number of the persons having the right to vote on that resolution, having in the aggregate at least three-fourths in nominal amount of the Stock giving the right to vote at a meeting of Stockholders, provided that the person or persons promoting that resolution have given the Trustee, the Council and the Stockholders at least three business days' prior notice of the proposed resolution. 2. Convening of Meetings: 2.1 The Trustee or the Council may at any time of their own volition convene a meeting of the Stockholders. 2.2 The Council shall whenever required to do so by law convene a meeting of the Stockholders. 2.3 (a) The Trustee shall at the request in writing of any two Holders of Security Stock or of Stockholders holding not less than 10% in nominal amount of the Stock (other than Security Stock) convene a meeting of the Stockholders. (b) Any such request shall state the nature of the business proposed to be dealt with at the meeting. 2.4 Notwithstanding the provisions of paragraph 2.3(a), the Trustee shall not be obliged to convene a meeting of Stockholders pursuant to such provisions until it has been indemnified to its reasonable satisfaction against all reasonable costs and expenses to be thereby incurred. 2.5 For the purpose of enabling the Trustee to satisfy itself as to the validity of a request by the Stockholders pursuant to paragraph 2.3(a) the Council will ensure that the Trustee has full access to the Register whether such Register shall for the time being be closed or not. 3. Place of Meetings: Each meeting shall be held in Wellington or at such other place as the Trustee determines or approves with the consent of the Council. 4. Notice of Meetings: 4.1 At least five business days before the Council gives notice of a meeting it shall advise the Trustee in writing of the intended place, day and hour thereof and the precise nature of the business to be transacted thereat and shall obtain the prior approval in writing of the Trustee to the
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Mayor and Councillors COUNCIL DEBEN
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Appendix 1 - Fin-13-825 Fin-12-593
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Appendix 1 - Fin-13-825 Fin-12-593
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TABLE OF CONTENTS Appendix 1 Fin-13
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Debenture Trust Deed 2 Definitions:
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Debenture Trust Deed 4 "Paying Agen
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Debenture Trust Deed 6 "Transitiona
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Debenture Trust Deed 8 as regards t
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Debenture Trust Deed 10 Advice to T
Page 19 and 20: Debenture Trust Deed 12 Validity: N
Page 21 and 22: Debenture Trust Deed 14 REGISTER OF
Page 23 and 24: Debenture Trust Deed 16 INDEMNITY B
Page 25 and 26: Debenture Trust Deed 18 BEARER STOC
Page 27 and 28: Debenture Trust Deed 20 person in a
Page 29 and 30: Debenture Trust Deed 22 except that
Page 31 and 32: Debenture Trust Deed 24 date of suc
Page 33 and 34: Debenture Trust Deed 26 distinguish
Page 35 and 36: Debenture Trust Deed 28 of any prov
Page 37 and 38: Debenture Trust Deed 30 of this Dee
Page 39 and 40: Debenture Trust Deed 32 satisfied t
Page 41 and 42: Debenture Trust Deed 34 becoming en
Page 43 and 44: Debenture Trust Deed 36 Essential S
Page 45 and 46: Debenture Trust Deed 38 Application
Page 47 and 48: Debenture Trust Deed 40 Priority Am
Page 49 and 50: Debenture Trust Deed 42 ALTERATIONS
Page 51 and 52: Debenture Trust Deed 44 the Council
Page 53 and 54: Debenture Trust Deed 46 SIGNED for
Page 55 and 56: Stock Certificate No: [ ] FIRST SCH
Page 57 and 58: - iii - Debenture Trust Deed Page i
Page 59 and 60: Stock Certificate No: [ ] FIRST SCH
Page 63 and 64: - v - Debenture Trust Deed Page v (
Page 65 and 66: espect of advances and in respect o
Page 67 and 68: CONDITIONS 1. SUBJECT as herein pro
Page 69: FIRST SCHEDULE PART IV FURTHER COND
Page 75 and 76: - v - Debenture Trust Deed Page v (
Page 77 and 78: - vii - Debenture Trust Deed Page v
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Page 81 and 82: - ii - Debenture Trust Deed Page ii
Page 83: - iv - Debenture Trust Deed Page iv
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DEBENTURE TRUST DEED PURPOSE OF REPORT ...

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