DEBENTURE TRUST DEED PURPOSE OF REPORT ...

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Debenture Trust Deed Page vi
14.3 In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place
or at which the poll is demanded shall be entitled to a casting vote in
addition to any other votes to which the chairman may be entitled.
14.4 A poll demanded on the election of a chairman other than the nominee of
the Trustee or on a question of adjournment shall be taken immediately.
A poll demanded on any other question shall be taken either immediately
or at such time (not being more than thirty days after the date of the
meeting) and place as the chairman may direct. The result of such poll
shall be deemed to be the resolution of the meeting at which the poll was
demanded. No notice need be given of a poll not taken immediately.
14.5 The demand for a poll shall not prevent the continuance of a meeting for
the transaction of any business other than the question on which the poll
has been demanded.
14.6 On a poll votes may be given either personally or by representative. On a
poll a person entitled to more than one vote need not use all its votes or
cast all the votes it uses in the same way.
14.7 Every Stockholder who is present at a meeting and entitled to vote
(whether personally or by representative) shall, on a show of hands, be
entitled to one vote only and on a poll, be entitled to one vote for every
$1.00 of nominal amount of the Stock of which it is the Holder
PROVIDED ALWAYS that any Stock for the time being held by the
Council shall not, whilst so held, confer any right to vote. The certificate
of any Holder of Security Stock may be relied upon by the Council and
the Trustee for the purposes of calculating the voting entitlement of such
Holder of Security Stock.
14.8 In the case of joint Stockholders the vote of the senior who tenders a
vote, whether in person or by representative, shall be accepted to the
exclusion of the votes of the other joint Stockholders and for this purpose
seniority shall be determined by the order in which the names stand in
the Register in respect of the joint holding.
14.9 A vote given in accordance with the terms of an instrument of proxy or
power of attorney or other form of appointment shall be valid
notwithstanding the previous death, insanity or (in the case of a
company) liquidation of the principal or revocation of the proxy or power
of attorney or other form of appointment or of the authority under which
the proxy or power of attorney was executed or the transfer of the Stock
in respect of which the vote is given provided that no intimation in writing
of such death, insanity, liquidation, revocation or transfer is received by
the Trustee or the Council at its registered office, in the case of the
Trustee, or principal office, in the case of the Council, before the
commencement of the meeting or adjourned meeting at which the proxy
or power of attorney or other form of appointment is used.
15. Disqualification: No Stockholder shall be entitled to be present or to vote on any
question, either personally or by representative, and no person shall be entitled to
be present or to vote by representative for any Stockholder at any meeting or
upon a poll or be reckoned in a quorum in respect of any Stock held by such
Stockholder, whether alone or jointly, whilst any call or other sum shall be due and
payable to the Council in respect of any such Stock.
KCDC_n367613_v1_Fin-13-825_Appendix_1_Copy_of_Report_Fin-12-593_from_28_June_Council © Simpson Grierson