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  • 4.

    Exercise of Options

    • 4.1

      Exercise: Subject to clauses 4.2 and 4.3, Options may be exercised on any Business Day during the Exercise Period, unless:

      • 4.1.1

        the Company considers that the exercise is not permitted by the Rules; or

      • 4.1.2

        there has been a Lapse Event prior to the Exercise Period or any conditions that must be satisfied before exercise have not been satisfied; or

      • 4.1.3

        the Market Price at Exercise Date is less than the Benchmark Price; or

      • 4.1.4

        the Ordinary Shares were not quoted on the NZX for at least one day in the period prior to the commencement of the Exercise Period; or

      • 4.1.5

        the Options have expired under clause 5.

    • 4.2

      Change of Control: Notwithstanding clause 4.1, and subject to clause 4.3, the Company may, by notice to all Scheme Members, permit the Options to be exercised before the Exercise Period where a person (excluding the Company) or a group of associated persons acquires a beneficial (or legal and beneficial) interest in at least 50% of the total voting rights (as defined in the Takeovers Code Approval Order 2000) in the Company, provided that:

      • 4.2.1

        the exercise of any Options pursuant to such notice shall take place within 30 Business Days of the date of that notice;

      • 4.2.2

        for the avoidance of doubt, the failure of a Scheme Member to exercise any Options pursuant to clause 4.2.1 shall not prejudice that Scheme Member's right to exercise those Options during the Exercise Period pursuant to clause 4.1;

      • 4.2.3

        the Options shall be exercisable pursuant to such notice unless:

        • (a)

          the Company considers that the exercise is not permitted by the Rules; or

        • (b)

          there has been a Lapse Event prior to the date of the notice; or

        • (c)

          the Market Price at Exercise Date is less than the lower of:

          • (i)

            the Benchmark Price; or

          • (ii)

            the price per Ordinary Share paid by the person or group of associated persons so acquiring the beneficial (or legal and beneficial) interest in at least 50% of the total voting rights in the Company (whichever is lower), or if there is more than one such price, the highest such price in the six month period preceding the date of the notice; or

        • (d)

          the Ordinary Shares were not quoted on the NZX at any time prior to the date of the notice; or

        • (e)

          the Options have expired pursuant to clause 5; and

      • 4.2.4

        any such notice given under this clause 4.2 may not be subsequently withdrawn by the Company including under a reconstituted Board.

    • 4.3

      Insider Trading: Notwithstanding clauses 4.1 and 4.2, Options may only be exercised in the periods contemplated by the Insider Trading (Approved Procedure for Company Officers) Notice 1996, or other relevant insider trading laws. If the final day in the Exercise Period does not fall within one of these periods, then the final date for exercise shall be extended to the fifth Business Day after the commencement of the next such period.

    • 4.4

      Exercise Notice: Subject to clause 5 and the terms of grant of Options, a Scheme Member may exercise

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