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5A. Restrictions of DirectorsPowers

There are no other modifications, exceptions or limitations on the powers of the Board imposed by the Constitution, other than those limitations and other requirements that apply to every company registered under the Companies Act 1993, or pursuant to the NZX Listing Rules, which require the approval of shareholders to various matters including major transactions, material transactions and related party transactions.

The Companies Act 1993 contains a number of provisions which would have the effect or consequence, in certain circumstances, of restricting the powers of Directors. Such provisions are common to all companies registered under that Act, and include requirements that:

  • A major transaction (as defined in the Companies Act 1993) must have the approval of a special resolution of shareholders;

  • Any action by the Company affecting the rights attached to any shares must be approved by special resolution of each interest group (as defined in the Companies Act 1993) affected;

  • Distributions (including dividends) may not occur if the solvency test (as defined in the Companies Act 1993) is not satisfied; and

  • The Board of Directors may not delegate certain powers conferred on it as specified in the Second Schedule of the Companies Act 1993.

6. Substantial Equity Security Holders of Issuer

The following table sets out names of all registered holders of Shares as at the date of registration of this Prospectus. None of these persons undertake any liability in respect of, or guarantee, the Shares or Options

offered pursuant to this Prospectus.

Wynyard Wood Trustee Services Ltd and Nigel P Smith (as trustees of the Feruza Trust)

48,780,000

Between 48,780,000 and 24,390,000 (number depends on number of shares repurchased)

Perpetual Trustee Limited (as trustee of the Quadrant Trust)

24,000,000

Between 24,000,000 and 12,000,000 (number depends on number of shares repurchased)

Wynyard Wood Trustee Services Ltd and Nigel P Smith (as trustees of the Simdec Trust)

20,037,200

Between 20,037,200 and 7,400,000 (number depends on number of shares repurchased)

Maurice J Prendergast, Kerry D Prendergast and Stuart G Callender (as trustees of the Kezza Family Trust)

13,400,000

13,400,000

Mark J Synnott, Sally R Synnott and The Gale Trustee Co Limited (as trustees of The Opito Family Trust)

10,400,000

10,400,000

Adam L Ryall, Judith M Ryall and Stanley A Carwardine (as trustees of the Punchestown Family Trust)

1,200,000

1,200,000

Gregory J Muir, Debra J Muir and Geoffrey A Lawrie (as trustees of the Muir Trust)

1,111,100

1,111,100

Pumpkin Patch Nominees Limited (as trustee for various PPL employee share schemes)

9,875,000 (C shares)

9,875,000 4

Maurice J Prendergast, Nigel P Smith and Trustee Services No 4 Limited (as trustees of various PPL employee share schemes)

5,709,700 (B shares)

5,709,700

Public, including institutional and professional investors

0

Between 0 and 81,027,200 (number depends on the level of subscriptions received under the Share Offer).

Holder

No of shares held

As at date of Prospectus 1,2

Post-listing

3

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