DEBENTURE TRUST DEED PURPOSE OF REPORT ...

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Debenture Trust Deed Page ii
5. Quorum:
documents it proposes to send to Stockholders. If the Trustee so
requires the documents shall include any statement which the Trustee
wishes to make in relation to the meeting and the matters to be
considered thereat.
4.2 (a) Notice of every meeting of Stockholders shall be given in the
manner provided herein and in clause 0 of the Trust Deed to:
(i) every Holder of Stock; and
(ii) every legal personal representative or an assignee
in bankruptcy or liquidator of a deceased or
bankrupt Stockholder or Stockholder in liquidation
who, but for the Stockholder's death or bankruptcy
or liquidation would have been entitled to receive
notice of the meeting.
(b) Notice of every meeting shall be given:
(i) to each Holder of Registered Stock whose
Registered Address is in New Zealand, by ordinary
post;
(ii) to each Holder of Registered Stock whose
Registered Address is outside New Zealand, by
airmail post;
(iii) to each Holder of Bearer Stock in such manner as
may be provided in the Trust Deed or the conditions
of such Bearer Stock.
4.3 At least fourteen days' notice (or such shorter period as the Trustee and
Council shall otherwise agree) of every meeting shall be given to the
Stockholders entitled to receive notice of the meeting. The notice shall
be exclusive of the day on which it is given or deemed to be given and of
the day for which it is given. The notice shall specify the place, day and
hour of the meeting and the general nature of the business to be
transacted thereat but it shall not be necessary to specify in the notice
the terms of any resolution to be proposed at the meeting except in the
case of a resolution proposed to be passed as an Extraordinary
Resolution in which case (except in respect of any notice to Holders of
Bearer Stock) the text of the proposed resolution shall be set out.
4.4 The accidental omission to give notice to, or the non-receipt of notice by,
any persons entitled thereto shall not invalidate the proceedings at any
meeting.
4.5 If the meeting is convened by the Council a copy of the notice shall be
sent to the Trustee. If the meeting is convened by the Trustee a copy of
the notice shall be sent to the Council. If any of the Stock is listed for
quotation on the NZX a copy of the notice shall also be sent to the NZX
at the same time as notices are sent to the Stockholders.
5.1 No business shall be transacted at any meeting unless the requisite
quorum is present at the commencement of business.
KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson