1E9Ct5D

NZXNZX Limited (“NZX”) operates the onlyregistered securities exchange in NewZealand. There are three main marketsforming the exchange:(a) NZSX (New Zealand Stock Market)– this is the main market for equitysecurities;(b) NZAX (New Zealand AlternativeMarket) – this is a lower cost, moreflexible market for small to medium,fast-growing businesses; and(c) NZDX (New Zealand Debt Market)– for corporate and governmentbonds and fixed income securities.It is possible for an overseas companyto have a “dual primary listing” onboth an NZX market and an overseasexchange. A company with a fulllisting on certain overseas exchangescan also register an “overseas listing”on an NZX market meaning that it willnot have to comply in full with the NZXListing Rules.There are listing rules for each of thethree markets described above whichcan be found on the NZX website(https://www.nzx.com/marketsupervision).Financial market regulationThe New Zealand capital marketshave recently seen the introductionof a new financial markets regulator,the Financial Markets Authority(“FMA”). The FMA is responsible formonitoring the capital markets in NewZealand and ensures compliance withfinancial markets legislation relating tosecurities, financial reporting, and theprovision of financial advice.The FMA is also responsible forenforcing the insider trading, marketmanipulation and other dealingmisconduct provisions of the SecuritiesMarkets Act 1988. The “insider trading”rules prohibit individuals and entitieswith price-sensitive information aboutthe securities of a listed company(where that information is notgenerally available to the public) fromtrading in those securities. There arealso provisions to prohibit false ormisleading statements by individualsand entities about trading in thesecurities of a listed issuer.Takeovers CodeThe Takeovers Code is designed toprotect minority shareholders wherethere is a substantial change in controlof a Code company. The Code appliesto all companies listed on the NZX andto unlisted companies with 50 or moreshareholders.The “Fundamental Rule” contained in theCode is that a person (and its associatedparties) must not acquire 20% or more ofthe voting securities in a Code company(or increase their control if they alreadyhold 20% or more). In order to avoida breach of the Fundamental Rule, it isnecessary to comply with one of thefollowing exceptions:(a) a full or partial takeover offerto acquire shares from allshareholders in the Code company(a full offer being an offer topurchase all shares held, and apartial offer being an offer toacquire a specified percentage ofshares from each shareholder);(b) an acquisition or allotment ofsecurities which is approved byan ordinary resolution of theshareholders of the Code companywho are not involved in theproposed acquisition or allotment;12