SPH Notice – Morgan Stanley and its Subsidiaries

1


Discl osure of beginning to have substantial holding

Se ction 276, Financial Markets Conduct Act 2013

To NZX Limited
and
To TOURISM HOLDINGS LTD

Date this disclosure made: 19 July, 2019

Date on which substantial holding began: 16 July, 2019

Substantial product holder(s) giving dis closure
Ful l name(s):
Morgan Stanley and its Subsidiaries listed in Annexure A

Summary of substantial hold ing
Class of quoted voting products: Ordinary Shares

Summary for Morgan Stanley and its Subsidiaries listed in Annexure A

For this dis closure,—

(a) total number he ld in class: 6,603,992

(b) total in class: 132,035,883

(c) total percentage held in class: 5.002%

Details of relevant in terests

Details for
Morgan Stanley & Co. International plc

Nature of relevant interest(s): Shares held or in respect of which the holder may
exercise control over disposal in the ordinary course of sales and trading businesses. The
relevant agreements need not be attached under regulation 139.

For that relevant interest,-

(a) number held in class: 1,910

(b) percentage held in class : 0.001447%

(c) current registered holder(s) : HSBC Nominees (New Zealand) Limited

(d) registered holder(s) once transfers are registered : Unknown

2

Details for Morgan Stanley Investment Management Inc.

Nature of relevant interest(s): Shares held or in respect of which the holder may
exercise control over disposal in the ordinary course of investment management business.

The relevant agreements need not be attached under regulation 139.

For that relevant interest,-

(a) number held in class: 332

(b) percentage held in class : 0.000251%

(c) current registered holder(s) : HSBC Nominees (New Zealand) Limited

(d) registered holder(s) once transfers are registered : Unknown


Details for Morgan Stanley & Co. International Plc

Nature of relevant interest(s): Shares held or in respect of which the holder may
exercise right to rehypothecate pursuant to the agreement(s). The relevant agreement
document (Authorization – Use of Secured Assets) is attached in Annexure B (10 pages).

For that relevant int erest,—

(a) number held in class: 6,601,750
(b) perc ent age he ld in class: 4.999967%

(c) current re gistered ho lder(s): HSBC Nominees (New Zealand) Limited

(d) re gistered holder(s) once transfers are registered: Unknown

Details for Each of the entities (as listed in Annexure A) in the Morgan Stanley group upstream
of the above entities

Nature of relevant interest(s): Each of the above entities is a body corporate that each
upstream entity controls and therefore has the relevant interests that the above entities
collectively have. The relevant agreements need not be attached under regulation 139.

For that relevant int erest,—

(a) Number held in class: 6,603,992

(b) Percentage he ld in class: 5.002%

(c) Current re gistered ho lder(s):

HSBC Nominees (New Zealand) Limited


(d) Registered ho lder(s) once transfers are registered: Unknown

3

Details of transactions and events giving rise to ceasing of substantial holding
Details of the transactions or other events requiring disclosure: set out in the table
below:


Date of
Transaction
Holder of Relevant Interest Transaction Nature Consideration
Class and number of
securities
4/16/2019
Morgan Stanley Investment Management
Inc.
Buy 45.83 8 Ordinary Shares
5/02/2019 Morgan Stanley & Co. International plc Borrow N/A 40,000 Ordinary Shares
5/29/2019 Morgan Stanley & Co. International plc Buy 3,480.90 849 Ordinary Shares
5/30/2019 Morgan Stanley & Co. International plc Buy 3,320.43 829 Ordinary Shares
5/31/2019 Morgan Stanley & Co. International plc Buy 1,774.44 477 Ordinary Shares
6/04/2019 Morgan Stanley & Co. International plc Buy 5,352.24 1,433 Ordinary Shares
6/07/2019 Morgan Stanley & Co. International plc Buy 5,771.16 1,499 Ordinary Shares
6/13/2019 Morgan Stanley & Co. International plc Buy 4,859.88 1,244 Ordinary Shares
6/14/2019 Morgan Stanley & Co. International plc Borrow N/A 25,000 Ordinary Shares
6/14/2019 Morgan Stanley & Co. International plc Buy 1,622.66 415 Ordinary Shares
6/18/2019 Morgan Stanley & Co. International plc Buy 6,825.00 1,750 Ordinary Shares
6/21/2019 Morgan Stanley & Co. International plc Buy 7,651.76 1,894 Ordinary Shares
6/27/2019 Morgan Stanley & Co. International plc Buy 3.75 1 Ordinary Share
6/28/2019 Morgan Stanley & Co. International plc Buy 3,413.34 903 Ordinary Shares
6/28/2019 Morgan Stanley & Co. International plc Buy 5,651.10 1,495 Ordinary Shares
7/09/2019 Morgan Stanley & Co. International plc Buy 319.50 90 Ordinary Shares
7/15/2019 Morgan Stanley & Co. International plc
Increase in shares held or
in respect of which the
holder may exercise right
to rehypothecate
pursuant to the
agreement(s)
N/A 143,351 Ordinary Shares
7/16/2019 Morgan Stanley & Co. International plc
Increase in shares held or
in respect of which the
holder may exercise right
to rehypothecate
pursuant to the
agreement(s)
N/A 6,458,399 Ordinary Shares

5

Annexure A

List of Morgan Stanley and its subsidiaries that have a relevant interest or deemed to have
a relevant interest in the shares.


Entity
Name
└─┬─Morgan Stanley
├─┬─Morgan Stanley Capital Management, LLC
│ ├─┬─Morgan Stanley Investment Management Inc.
├─┬─Morgan Stanley International Holdings Inc.
│ ├─┬─Morgan Stanley International Limited
│ │ ├─┬─Morgan Stanley Investments (UK)
│ │ │ ├─┬─Morgan Stanley & Co. International plc

Annexure B

Authorisation – Use of Secured Assets
This Authorisation shall only apply to you if you are
a “Professional Client”, as defined by the FCA Rules
and you are otherwise determined to be eligible by
us. We will confirm the availability of Right of Use
when we approve your Credit Facility, and therefore
this Authorisation will only take effect from that
date.
This Authorisation, in accordance with Clause 40.6.1
of the General Terms, amends the Customer
Agreement to the extent described herein. This
Authorisation supplements and forms part of the
Customer Agreement entered into between you and
us from time to time, including, without limitation,
the Lending Module and, if applicable, the Securities
Lending Transactions Module. In particular, you
should read this Authorisation in conjunction with
Clause 18 of the General Terms and your express
consent on the Signature Page.
1. DEFINITIONS
1.1
Terms used in this Authorisation shall, unless
otherwise defined herein, have the meanings
set out in the General Dealing Terms. If you
have signed the Securities Lending
Transactions Module, and any of the terms
defined herein are also defined terms in that
Module, the definitions contained herein shall
prevail, for the purpose of this Authorisation.
1.2 The following additional definitions are
inserted in Clause 42 (Definitions) of the
General Terms:
“Adjusted
Value”
means, at any time, the absolute
value of the amount, as determined
by us, yielded by the following
formula:
Adjusted Value = 140% x ((110% x
Settlement Facility Market Value) +
Debits)
“Corporate
Action”
means, without limitation, any
conversion, subscription rights,
subdivision, consolidation,
redemption, merger, rights relating
to takeovers or other offers or
capital re-organisation,
capitalisation issue, rights issue,
redenomination, renominalisation
or other event similar to the
foregoing. Corporate Action will not
include any voting rights that are
exercisable, whether in connection
with the foregoing, or otherwise.
“Debits” means the Equivalent Dollar Value
of: (i) any debit cash balances
recorded in the Account, including,
without limitation, amounts of
principal, interest and other monies
due and payable under the Loan or
any other loans made by us to you,
and for the purposes of calculating
Adjusted Value it shall be input into
the formula as a positive number;
and (ii) any amounts due to us from
you under any guarantee granted by
you to us, including, without
limitation,
a guarantee granted
under the Cross Guarantee Module
and the Letter of Designation.
“Equivalent
Dollar Value”
means: (i) where any amount or
value is not denominated in US
Dollars, the equivalent in US Dollars
reasonably determined by us; and
(ii) where any amount or value is
denominated in US Dollars, the
actual US Dollar amount.
“Equivalent
Investments”
and
“Equivalent
Securities”
Investments or securities are
“equivalent” to other Investments
or securities if they are of the same
issuer, part of the same issue and of
an identical type, nominal value,
description and amount and have
the same rights as those other
Investments or securities:
PROVIDED THAT, where any
Investment or securities are subject
to any Corporate Action, the
Investments, securities or other
assets (which may consist of or
include money or other property)
into which the original Investment
or securities are transformed by
such Corporate Action are to be
treated as “equivalent” for this
purpose; and the expressions
“Equivalent Investment” and
“Equivalent Securities” are to be
construed accordingly.
“Excess
Borrow”
means an amount of Settlement
Securities (as defined in the
Securities Lending Transactions
Module) borrowed by you pursuant
to the Settlement Facility, but not
yet used by you in a short sale
transaction.
"Financial
Collateral
Regulations"
means the UK Financial Collateral
Arrangements (No. 2) Regulations
2003 (SI 2003/3226), as amended.
“Loan” means any monies (in any currency)
lent by us to you pursuant to the
Lending Module.
“Settlement
Facility”
means a facility made available by
us pursuant to the Securities
Lending Transactions Module to
enable you to settle your actual or
anticipated obligations to transfer
securities.
“Settlement
Facility
Market Value”
means the Equivalent Dollar Value
of all Equivalent Securities required
to be redelivered by you to us
(including for the avoidance of
doubt any position which is held as

Authorisation – Use of Secured Assets
an Excess Borrow pursuant to the
Settlement Facility), and for the
purposes of calculating Adjusted
Value it shall be input into the
formula as a positive number.

1.3 When used in this Authorisation, the terms
“we” and “us” shall mean the Pool A Trustee if
the Pool A Trustee has exercised a Right of
Use (as defined in Paragraph 2.1 (Right of Use)
below) in respect of the Pool A Other Assets,
or the Pool B Trustee if the Pool B Trustee has
exercised a Right of Use in respect of the Pool
B Other Assets.
2. RIGHT OF USE OF INVESTMENTS
2.1 RIGHT OF USE

To the extent that the Pool B Other Assets and
the Pool A Other Assets constitute “financial
collateral”, and the Security in Paragraph 3.1
of the Security Agreement and your
obligations thereunder constitute a “security
financial collateral arrangement” (in each
case as defined in and for the purposes of the
Financial Collateral Regulations), you hereby
authorise: (i) the Pool B Trustee at any time or
times for its own account to use, transfer,
assign or dispose of, or to create, grant or
permit to exist any security interest over, or
otherwise to deal with, the Pool B Other
Assets, as fully and completely as if it were the
absolute legal and beneficial owner of the Pool
B Other Assets; and (ii) the Pool A Trustee at
any time or times for its own account to use,
transfer, assign or dispose of, or to create,
grant or permit to exist any security interest
over, or otherwise to deal with, the Pool A
Other Assets, as fully and completely as if it
were the absolute legal and beneficial owner of
the Pool A Other Assets; in either case,
without giving any notice to you of such use,
transfer, assignment or disposal of, or creation,
grant or permission to exist of any security
interest over, or other dealing with, such
assets. We shall exercise our right of use under
this Paragraph 2.1 (the “Right of Use”) in
respect of Pool B Other Assets or Pool A Other
Assets (as the case may be) which have a
value, as reasonably determined by us, up to
but no greater than the Adjusted Value. Where
we hold your Investments with those of other
customers in an omnibus client account with a
depositary, sub-custodian or other third party,
events such as settlement delays or time
differences may result in your safe custody
Investments being used to settle other
customers’ transactions on an intra-day basis.
You consent to the use of your Investments in
this way, which may generate a return for you
as agreed between us from time to time.
2.2 TRANSFER OF TITLE
Any exercise by us of the Right of Use shall
constitute a transfer by you of all right, title
and interest in and to such assets to us free and
clear of any lien, claim, charge or
encumbrance, or any other interest, of any
person. Upon exercising the Right of Use we
shall become subject to an obligation, on or
before the due date for performance by you of
your obligations which are secured by the
Security, to deliver to you, in accordance with
Paragraph 2.6 (Redelivery of Equivalent
Investments), Equivalent Investments, subject
to Paragraph 2.3 (Event of Default).
2.3 EVENT OF DEFAULT
If: (a) an Event of Default (other than an Act
of Insolvency) occurs and we elect that (i), (ii)
and (iii) of this Paragraph 2.3 apply (and we
shall give written notice to you of any such
election); or (b) an Act of Insolvency occurs
which either constitutes an Event of Default
without the need for us to serve notice on you,
or we elect to treat it as an Event of Default; or
(c) there occurs, in relation to us, the passing
of a resolution for voluntary winding up
(unless for the purposes of corporate
reconstruction or amalgamation), the
presentation of a petition for winding up or for
the making of an administration order or
analogous order, the appointment of a receiver
or administrator over any of its assets, the
calling of a meeting of creditors pursuant to
Section 98 of the UK Insolvency Act 1986 or
any other applicable law, a proposal being
made for a composition or a scheme of
arrangement with creditors in respect of its
debts, or an equivalent event in any other
jurisdiction: (i) any outstanding obligation that
we have to deliver Equivalent Investments to
you pursuant to this Paragraph shall be
replaced by an obligation to pay to you the
value of such Equivalent Investments, such
value to be taken as at the date of the Event of
Default; (ii) such value shall be set off against
your obligations which are secured by the
Security; and (iii) the net balance following
set-off shall be payable by: (a) you to us if the
value of your obligations exceeds the value of

Authorisation – Use of Secured Assets
the relevant Equivalent Investments; or (b) us
to you if the value of the relevant Equivalent
Investments exceeds the value of your
obligations.
2.3A NO ADDITIONAL RIGHTS IN RESPECT OF
INVESTMENT
Unless agreed otherwise: (a) we are entitled
to retain for our own account all fees, profits
and other benefits received by us in
connection with any exercise of the Right of
Use; (b) no remuneration will be payable to
you in respect of any exercise of the Right of
Use; and (c) we will not be required to
provide or procure that any person to
whom we transfer Investments pursuant to
our exercise of the Right of Use provides any
collateral to you or us, although we may
accept collateral from any such person in
whatever forms as we may determine in our
discretion.
2.4 EXERCISE OF RIGHTS IN RESPECT OF
INVESTMENT

You may, upon giving us at least seven
business days’ notice, notify us of your
intention to exercise voting rights, or rights
arising in respect of any Corporate Action, in
relation to any Investment in respect of
which we have exercised the Right of Use.
Upon receipt of such notice, we will use
reasonable efforts to redeliver to you an
Equivalent Investment which is equivalent
to the Investment in respect of which you
wish to exercise rights, but if we are not
able to redeliver such Equivalent
Investment to you in sufficient time to
enable you to exercise your rights in
relation to the Equivalent Investment, you
agree that we may let the rights in respect of
the relevant Investment lapse or, in our
discretion, may exercise the rights. The
exercise of any rights that you may have in
relation to an Equivalent Investment shall in
any event be subject to Clause 19 (Rights
and Obligations in respect of Investments) of
the General Terms.

2.5 VALUATION

We shall determine the Adjusted Value and the
Equivalent Dollar Value of Investments in
respect of which we have exercised the Right
of Use on a daily basis. Any value of any
Investments or Equivalent Investments for the
purposes of this Paragraph 2.5 shall be
determined by us, and for the purposes of
determining such value, we shall rely on the
value given by any pricing source that we
consider reputable or, in the absence of any
such value (or if we determine that such value
is, in our reasonable opinion, inaccurate), such
value as we reasonably determine. You agree
that the method for valuation set out in this
Paragraph constitutes valuation in a
commercially reasonable manner.
2.5A MANUFACTURED DIVIDENDS
If any interest, dividend or other cash
distribution (“Income”) arises in respect of
any Investment in respect of which we have
exercised the Right of Use and have not yet
redelivered to you an Equivalent Investment,
we shall on the date such Income is paid by the
issuer of the relevant Investment credit to the
Account an amount equal to the amount of
such Income (“manufactured dividends”)
and you represent and warrant to us that you
are (or, if you are an agent, your principal is),
or will be beneficially, entitled to any and all
manufactured dividends received from us, and
that you (and, if you are an agent, your
principal): (i) are not a UK tax resident; and
(ii) do not receive the manufactured dividend
for the purposes of a trade carried on in the
UK through a branch or agency. You
undertake to inform us immediately if any
aspect of this representation becomes
incorrect.
2.6 REDELIVERY OF EQUIVALENT INVESTMENTS
We may satisfy any obligation under this
Paragraph 2.6 to deliver Equivalent
Investments to you by causing Equivalent
Investments to be transferred or credited to,
or designated as held in, the Account in
which the relevant Investments were held
prior to exercise of the Right of Use or, if not
possible to do so, if an Event of Default has
occurred and we have not elected that set-
off pursuant to Paragraph 2.3 (Event of
Default) applies, to such other Account
which is subject to the Security as we shall
determine. Equivalent Investments will
upon such transfer, credit or designation
become subject to all the provisions of the
Customer Agreement, including, without
limitation, this Authorisation and the
Security Agreement.

Authorisation – Use of Secured Assets
2.7 ACCOUNT STATEMENTS
Where we have exercised a Right of Use over
your assets, those assets will continue to be
credited to your Account but the crediting of
such assets to your Account is subject to the
provisions of this Authorisation and does not
confer on you any right, title or interest in or to
any such Investment.
3. CONSENT TO DISCLOSE CONFIDENTIAL
INFORMATION TO AFFILIA TES
If you and/or certain of your affiliates have
entered into the Cross Guarantee Module, the
following is inserted as a new Clause 20.4.11
in the General Terms:
“20.4.11 You acknowledge that you and
certain of your affiliates (“CG Affiliates”)
have each entered into the Cross Guarantee
Module and the Letter of Designation. In
accordance with Clause 20.2 (Confidentiality),
you consent to our disclosure of information
about the holdings and debit balances on your
Account, to your CG Affiliates, and to no other
person, for the sole purpose of reporting to you
and your CG Affiliates security usage
information relating to the Right of Use you
and your CG Affiliates have granted to us,
including, without limitation the aggregate
value of Investments belonging to you and
your CG Affiliates that (a) may be used, or (b)
have been used, by reference to the aggregated
Debits of you and your CG Affiliates.”
4. STATEMENT OF KEY RISKS
Set out below are details of certain key risks
associated with the exercise by the Pool B
Trustee or the Pool A Trustee of the Right of
Use in respect of your assets. We make no
representation or warranty as to the
appropriateness or completeness of these listed
risks.
4.1 LOSS OF PROPRIETARY RIGHTS
Where you grant us a Right of Use in respect
of your assets, we are permitted to exercise
such Right of Use without notice to you. This
means that without your knowledge, where the
Right of Use is exercised in respect of any of
your assets, you will cease to have proprietary
rights in such assets and will instead have a
contractual right against us for the redelivery
of assets of the same type. In addition, where
an Event of Default (other than an Act of
Insolvency) occurs we may elect that instead
of redelivery to you of assets of the same type,
we will set off the value of such assets against
the amount you owe to us. The same will apply
automatically where an Act of Insolvency
constituting an Event of Default occurs or if
either the Pool A Trustee or the Pool B Trustee
is subject to insolvency proceedings. This will
mean that you will no longer have a
contractual right against us for redelivery of
the relevant assets, but the amount you owe to
us will be reduced.
Where we have exercised a Right of Use in
relation to your assets, but have not yet
redelivered to you assets of the same type, you
may give us notice of your intention to
exercise any voting rights, or rights in respect
of Corporate Actions, arising in respect of
those assets, and we will use reasonable efforts
to redeliver assets of the same type to you, so
that you can exercise your rights in relation to
such assets. However, if we are not able to
redeliver assets of the same type to you in
time, we may let the relevant rights lapse or
exercise the rights in our discretion.
4.2 UNSECURED CREDITOR RISK
In the event of the insolvency of either the
Pool A Trustee or the Pool B Trustee, if at that
time we have exercised a Right of Use in
relation to your assets, but have not yet
redelivered to you assets of the same type, the
amounts owed by us to you will be set off
against amounts owed by you to us. Following
such set-off, the relevant Morgan Stanley
Company may owe you an amount of money,
and you will only have an unsecured claim
against such Morgan Stanley Company for
payment of the amount owed. This unsecured
claim will rank alongside, and not ahead of,
the claims of all other unsecured creditors
against such Morgan Stanley Company.
4.3 RISK OF LOWER VALUATION OF INVESTMENTS
We have agreed to value assets in connection
with the Right of Use by reference to the value
given by any reputable pricing source, but in
the absence of such a value, or if we determine
in our reasonable opinion that such value is
inaccurate, the relevant value will be such
value as we reasonably determine. This may
have the result that the value given to
Investments for the purposes of set-off is less
than the value which would be realised if the
assets were sold in normal circumstances.

Authorisation – Use of Secured Assets
4.4 RISK OF UNAV AILABILITY OF ASSETS AND
REDELIVERY RISK
There is a risk that assets subject to the Right
of Use will not be available to you for your
transactions.
In some circumstances (for example, where the
securities that we have used have become
illiquid), we may not be able to obtain
Equivalent Investments to redeliver to you.
Where we cannot redeliver Equivalent
Investments, you will not be able to take
certain actions in relation to those securities –
for example, you will not be able to vote or
otherwise exercise a Corporate Action or
dispose of the securities.
MSIP will take appropriate measures to
prevent any unauthorised use of Custody
Assets for its own account or the account of
any other person. Such measures may include:
4.4.1 concluding agreements with you on the
measures to be taken by MSIP in case there are
insufficient assets on a settlement date. Such
measures may include the borrowing of
corresponding securities on your behalf or
unwinding a relevant position;
4.4.2 close monitoring by MSIP of its ability to
deliver on a settlement date;
4.4.3 putting in place remedial measures if MSIP
cannot deliver on a settlement date; and
4.4.4 closely monitoring and promptly requesting
undelivered securities outstanding on a
settlement date.
4.5 TAX RISK
Replacement of your property rights in assets
may result in a tax loss for you, or otherwise
affect your tax position.
4.6 REPORTING
We will provide you with a report containing
information in respect of Investments over
which we have exercised the Right of Use.
4.7 RIGHT OF USE OF ASSETS OF AFFILIATES IN A
CROSS GUARANTEE ARRANGEMENT
If you and/or certain of your affiliates have
entered into a Cross Guarantee Module and
Letter of Designation, you guarantee certain
obligations of your affiliates to us under the
Customer Agreement, and your obligations to
us under the Customer Agreement are
guaranteed by your affiliates. By this
Authorisation, you have authorised us to
exercise a Right of Use over your assets when
there is a debt owed to us by any one of your
affiliates, in respect of which you have
guarantee obligations. The Right of Use will
be exercised by reference to the total value of
your obligations to us, including your
guarantee obligations, and not by reference
solely to the value of the debit balance
recorded in your Account.
5. RISK DISCLOSURE ACKNOWLEDGEMENT
In connection with our provision to you of
Secured Financing Solutions, you give each of
MSIP and MSAIL a right of use in respect of
your assets that are subject to a security
interest in favour of MSIP and MSAIL (the
“Right of Use”).
The Lending Module and this Annex A
together supplement the Customer Agreement
entered into between you and us and discloses
various risks related to granting MSIP and
MSAIL a Right of Use. In addition, we have
provided you with an explanatory brochure
about Secured Financing Solutions (the
“Explanatory Brochure”) and an Information
Statement in accordance with Article 15 of the
Securities Financing Transactions Regulation
(“Information Statement”), each containing
more detailed risk disclosures.
By entering into the Lending Module, you
confirm that you have read and understood the
risk disclosures contained in Appendix 1
(Secured Financing Solutions Risk Disclosure
Acknowledgement) in the Risk Disclosure
Booklet, and you expressly acknowledge,
understand and agree for the benefit of MSIP,
MSAIL and their affiliates (“Morgan
Stanley”) that:
(a) you have been given adequate warning
by Morgan Stanley of the rights and
protections you may lose in relation to
your assets that MSIP and/or MSAIL
uses pursuant to the Right of Use, and
you understand the consequences of
losing those rights and protections;
(b) you are capable of assessing, and do
understand, the merits of, and the terms,
conditions and risks of, granting each of
MSIP and MSAIL a Right of Use, and
you are able to assume such risks; and
(c) you have had the opportunity to ask us
questions; however, to the extent
permissible under Applicable

Authorisation – Use of Secured Assets
Regulations, Morgan Stanley is not
acting as your fiduciary in relation to
Secured Financing Solutions, and you
are capable of making your own
decision to grant MSIP and MSAIL a
Right of Use on the basis of your own
judgement and on the basis of such
independent legal, tax or other
professional advice as you have
considered necessary.
6. INCONSISTENCY
In the event of any inconsistency between the
provisions of the Customer Agreement and this
Authorisation, the provisions of this
Authorisation will prevail.
7. GOVERNING LAW
This Authorisation and all non-contractual
obligations arising from or connected with it
are governed by English law.

Authorisation – Use of Secured Assets
By signing this Authorisation, you are expressly consenting to, representing and confirming that:**
i. you acknowledge that you have been given the opportunity to ask questions about them and the matters
set out therein and to clarify any points. On that basis you wish to enter into this Authorisation; and
ii. you agree not to receive from MSAIL any contract notes, statements of account or receipts in
accordance with the requirements under the Securities and Futures (Contract Notes, Statements of
Account and Receipt) Rules (Cap. 571Q) of Hong Kong (upon you being categorised or qualified as a
“professional investor” as defined in the SFO and its subsidiary legislation)
1
.

Accepted and agreed to by the customer

Individual(s)
2


Signature:


___________________________________

Name: _____________________________

Date: ______________________________

Signature:


___________________________________

Name: _____________________________

Date: ______________________________

Signature:


___________________________________

Name: _____________________________

Date: ______________________________




1
“Professional investor” is defined in section 1 of Part 1 of Schedule 1 to the SFO. It includes (a) specified entities set out in
paragraphs (a) to (i) of the definition (e.g. banks and insurance companies) and (b) persons belonging to a class which is prescribed
under the Securities and Futures (Professional Investor) Rules (Cap. 571D) of Hong Kong as referred to in paragraph (j) of the
definition and includes: (i) any trust corporation having been entrusted under the trust or trusts of which it acts as a trustee with total
assets of not less than HKD$40 million (or its equivalent in any foreign currency) as evidenced by the relevant documents; (ii) any
individual, either alone or with any of his or her associates on a joint account, having a portfolio of not less than HKD8 million (or
its equivalent in any foreign currency) as evidenced by the relevant documents; (iii) any corporation or partnership having a
portfolio of not less than HKD8 million (or its equivalent in any foreign currency) as evidenced by the relevant documents or having
total assets of not less than HKD40 million (or its equivalent in any foreign currency) as evidenced by the relevant documents; and
(iv) any corporation the sole business of which is to hold investments and which is wholly owned by any one or more of: (aa) a trust
corporation that falls within the description in (i) above; (bb) an individual who, either alone or with any of his or her associates on
a joint account, falls within the description in (ii) above; (cc) a corporation that falls within the description in (iii) above; (dd) a
partnership that falls within the description in (iii) above).

2
Please complete the relevant section
** Please delete if you do not consent to, represent and/or confirm any of the above

Authorisation – Use of Secured Assets
Companies
3

For and on behalf of

Name of Customer: ___________________________



___________________________________________
Signature of Director/Secretary/Authorised Director/Chairman/Authorised Signatory/Representative Director of Customer:

Name: _____________________________________

Date: ______________________________________




___________________________________________
Signature of Director/Secretary/Authorised Director/Chairman/Authorised Signatory/Representative Director of Customer:

Name: _____________________________________

Date: ______________________________________




___________________________________________
Signature of Director/Secretary/Authorised Director/Chairman/Authorised Signatory/Representative Director of Customer:

Name: _____________________________________

Date: ______________________________________




___________________________________________
Signature of Director/Secretary/Authorised Director/Chairman/Authorised Signatory/Representative Director of Customer:

Name: _____________________________________

Date: ______________________________________


3
Please complete the relevant section

Authorisation – Use of Secured Assets
Partnerships
4
3
For and on behalf of

Name of Customer: ___________________________




___________________________________________
Signature of Partner:

Name: _____________________________________

Date: ______________________________________




___________________________________________
Signature of Partner:

Name: _____________________________________

Date: ______________________________________




___________________________________________
Signature of Partner:

Name: _____________________________________

Date: ______________________________________




___________________________________________
Signature of Partner:

Name: _____________________________________

Date: ______________________________________





4
Please complete the relevant section

Authorisation – Use of Secured Assets
Trust
5

For and on behalf of

Name of Trust: ___________________________



___________________________________________
Signature of Trustee/Director/Secretary/Authorised Director/Chairman/Authorised Signatory/Representative Director of Trustee

Name: _____________________________________

Date: ______________________________________




___________________________________________
Signature of Trustee/Director/Secretary/Authorised Director/Chairman/Authorised Signatory/Representative Director of Trustee

Name: _____________________________________

Date: ______________________________________




___________________________________________
Signature of Trustee/Director/Secretary/Authorised Director/Chairman/Authorised Signatory/Representative Director of Trustee

Name: _____________________________________

Date: ______________________________________




___________________________________________
Signature of Trustee/Director/Secretary/Authorised Director/Chairman/Authorised Signatory/Representative Director of Trustee

Name: _____________________________________

Date: ______________________________________




5
Please complete the relevant section