Turners – Amended Constitution

100359650/7195614.2


Constitution of
Turners Automotive
Group Limited

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INTERPRETATION
1 Defined terms
1.1 In this constitution the following expressions have the following meanings:
Act means the Companies Act 1993;
Company means Turners Automotive Group Limited;
constitution means this constitution as it may be altered from time to time in
accordance with the Act;
Director means a person appointed as a director of the Company in accordance with
this constitution;
NZX means NZX Limited, its successors and assigns and, as the context permits,
includes any duly authorised delegate of NZX;
Rules means the Listing Rules applying to the NZX Main Board (or any successor to
that market) as altered from time to time by NZX;
Share means a share in the Company; and
written or in writing in relation to words, figures and symbols includes all modes of
presenting or reproducing those words, figures and symbols in a tangible and visible
form.
1.2 Subject to clause 1.1, expressions:
(a) which are defined in the Rules (whether or not expressed with an initial
capital letter) have the meanings given by the Rules.
(b) which are defined in the Act (whether generally or for the purposes of one or
more particular provisions) have the meanings given to them by the Act.
Where an expression is defined in the Act more than once and in different
contexts, its meaning will be governed by the context in which it appears in
this constitution.
2 Construction
In this constitution:
2.1 headings appear as a matter of convenience and do not affect the
interpretation of this constitution;
2.2 the singular includes the plural and vice versa, and words importing one
gender include the other genders;
2.3 a reference to an enactment or any regulations is a reference to that
enactment or those regulations as amended, or to any enactment or
regulations substituted for that enactment or those regulations;

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2.4 a reference to a Rule or the Rules includes that Rule or the Rules as from time
to time amended or substituted;
2.5 a reference to permitted by the Act or permitted by the Rules means not
prohibited by the Act or not prohibited by the Rules;
2.6 the Schedules form part of this constitution.
RELATIONSHIP BETWEEN CONSTITUTION AND RULES
3 Incorporation of Rules while listed
For so long as the Company is listed by NZX:
3.1 this constitution is deemed to incorporate all provisions of the Rules required
under the Rules to be contained or incorporated by reference in this
constitution, as those provisions apply from time to time (and as modified by
any waiver or ruling relevant to the Company);
3.2 shareholders must not cast a vote if prohibited from doing so by the Rules;
and
3.3 Directors must not cast a vote if prohibited from doing so by the Rules.
4 Company must comply with Rules while listed
For so long as the Company is listed, the Company must comply with the Rules. If
this constitution contains any provision inconsistent with the Rules, as modified by
any ruling relevant to the Company, then the Rules prevail. To the extent that any
provision of this constitution is expressed as being subject to the Rules or requires
compliance with the Rules, such provision will only be subject to, or require
compliance with, the Rules for so long as the Company is listed.
5 NZX’s rulings
If NZX has granted a waiver or ruling in relation to the Company authorising any act
or omission which in the absence of that waiver or ruling would be in contravention
of the Rules or this constitution that act or omission will, unless a contrary intention
appears in this constitution, be deemed to be authorised by the Rules and by this
constitution.
6 Failure to comply with Rules has limited effect in some cases
Any failure to comply with:
6.1 the Rules, or
6.2 a clause of this constitution corresponding with a provision of the Rules
(whether such provision is set out in full in this constitution or incorporated in
it pursuant to clause 3),
by the Company or shareholders does not affect the validity or enforceability of any
transaction, contract, action, decision or vote taken at a meeting of shareholders or
other matter entered into by, or affecting, the Company, except that a party to a
transaction or contract who knew of the non-compliance is not entitled to enforce

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that transaction or contract. This clause does not limit the rights of shareholders
against the Company or the Directors.
SHARES AND SHAREHOLDERS
7 Board need not comply with statutory pre-emptive rights
Section 45 of the Act does not apply to the Company.
8 Further issues of Shares do not affect rights of existing shareholders
Subject to this constitution, the Board may issue Shares that rank as to voting or
distribution rights, or both, equally with or in priority to any existing Shares. Any
such issue will not be treated as an action affecting the rights attached to those
existing Shares unless the terms of issue of those Shares expressly provide
otherwise.
9 Consolidation and subdivision
The Board may:
9.1 consolidate and divide Shares or any class of Shares in proportion to those
Shares or the Shares in that class; or
9.2 subdivide Shares or any class of Shares in proportion to those Shares or the
Shares in that class.
10 Share register may be divided
The Share register may be divided into 2 or more registers kept in different places.
11 Record date for shareholder voting
The Board may determine in a notice of meeting for the purpose of voting at that
meeting that those registered shareholders as at 5 p.m. on a day not more than
2 working days before the meeting will be the only persons entitled to exercise the
right to vote at that meeting.
12 Registration of separate parcels
A shareholder or a transferee may request the Company to register the Shares held
by that person in two or more separately identifiable parcels. Where the Company
agrees to such a request, the Company may, so far as it considers convenient,
communicate with the shareholder, pay dividends and otherwise act in respect of
such parcel, as if the separately identifiable parcels belonged to different persons.
13 Board may refuse or delay transfer
The Board may in its absolute discretion refuse or delay the registration of any
transfer of Shares (subject to their terms of issue) if permitted to do so by the Act
or the Rules.
14 Compulsory sale of less than Minimum Holdings
14.1 The Company may at any time give notice to a shareholder holding less than a
Minimum Holding (as defined in the Rules) that if, at the expiration of 3 months
after the date the notice is given, Shares then registered in the name of the
shareholder are less than a Minimum Holding the Company may sell those Shares on
market (including through a broker acting on the Company’s behalf).

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14.2 The Board may authorise the transfer of the Shares sold by the Company under this
clause and the shareholder is deemed to have authorised the Company to act on
behalf of the shareholder and to sign all necessary documents relating to the sale.
The purchaser of Shares sold by the Company under this clause 14 shall have no
obligation to ensure the proceeds of the sale of those Shares is applied in
accordance with this clause 14, nor shall the title to the Shares be affected by any
irregularity or invalidity in the procedures under this constitution relating to the sale.
The remedy of any person aggrieved by the sale is in damages only and against the
Company exclusively.
14.3 The proceeds of the sale of any Shares sold under this clause must be applied as
follows:
(a) first, in payment of any reasonable sale expenses.
(b) second, in satisfaction of any unpaid calls or any other amounts owing to the
Company in respect of the Shares.
(c) the residue, if any, must be paid to the person who was the holder
immediately before the sale or his or her executors, administrators or assigns.
14.4 A certificate, signed by a Director that records that a power of sale under this clause
has arisen and is exercisable by the Company is conclusive evidence of the facts
stated in that certificate.
15 Board may make calls on Shares
The Board may make calls on any shareholder for any money that is unpaid on that
shareholder’s Shares and not otherwise payable at a specified time or times under
this constitution or the terms of issue of those Shares or any contract for the issue
of those Shares. The First Schedule governs calls on Shares.
16 Forfeiture of Shares where calls or other amounts unpaid
The Board may exercise the rights set out in the First Schedule for forfeiture of any
Shares if the holder of those Shares fails to pay:
16.1 a call, or an instalment of a call, on those Shares; or
16.2 any amount that is payable under this constitution or the terms of issue of
those Shares or any contract for the issue of the Shares.
17 Company’s lien
The Company has a lien on Shares and dividends in respect of such Shares on the
terms set out in the First Schedule.
18 Company may acquire and hold Shares
Subject to this constitution and the Rules, the Company may:
18.1 purchase or otherwise acquire Shares issued by the Company and may hold
Shares as treasury stock; and

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18.2 make an offer to one or more holders of Shares to acquire Shares issued by
the Company in such number or proportions as it thinks fit,
in accordance with the Act and the Rules.
19 Company may issue and redeem Shares
Subject to this constitution and the Rules, the Company may:
19.1 issue or redeem redeemable Shares; and
19.2 exercise an option to redeem redeemable Shares issued by the Company in
relation to one or more holders of redeemable Shares,
in accordance with the Act and the Rules.
20 Board deductions from distribution
The Board may, at its discretion, deduct from any dividend or other distribution
payable to a shareholder any amount owed by the shareholder to the Company in
respect of which the Company has a lien over the specific Shares on which the
dividend or other distribution is payable. The Board must deduct from any dividend
or other distribution payable to any shareholder any amount it is required by law to
deduct, including withholding and other taxes.
21 Distributions do not bear interest
No dividend or other distribution shall bear interest against the Company unless the
applicable terms of issue expressly provide otherwise.
22 Unclaimed moneys
All dividends and other distributions, and any other moneys payable to any
shareholder or former shareholder in respect of Shares, unclaimed for one year after
the due date for payment may be invested or otherwise made use of by the Board
for the benefit of the Company until claimed. The Company shall be entitled to
mingle the distribution with other money of the Company and shall not be required
to hold it or to regard it as being impressed with any trust but, subject to
compliance with the solvency test, shall pay the distribution to the person producing
evidence of entitlement.
23 Proceedings at meetings of shareholders and interest groups
The Second Schedule governs the proceedings at meetings of shareholders. The
Second Schedule also governs the proceedings of meetings of any interest group
required to be held by the Act, the Rules, or this constitution, with all necessary
consequential modifications, except that the quorum shall be the members of the
interest group holding 5% or more of the total number of Shares held by all
members of that group having the right to vote at the meeting.
DIRECTORS
24 Appointment of Directors
24.1 Any natural person who is not disqualified under the Act and, if required under the
Rules, who has been nominated within the time limits under the Rules, may be
appointed as a Director by an ordinary resolution of shareholders.

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24.2 The Board may appoint any person who is not disqualified under the Act to be a
Director to fill a vacancy or as an addition to the existing Directors. Any Director
appointed under this clause (including any person who subsequent to his or her
appointment as a Director becomes an executive Director) may hold office only until
the next annual meeting, and is then eligible for election.
24.3 The persons holding office as directors of the Company on adoption of this
constitution continue in office and are deemed to have been appointed as Directors
pursuant to this constitution. Similarly the chairperson of the Board continues in
office and is deemed to have been appointed as chairperson pursuant to this
constitution.
24.4 The Company shall comply with the minimum Board composition requirements of
the Rules.
25 Rotation of Directors
25.1 Each Director shall retire from office when required to do so by the Rules, but,
subject to the Rules, shall be eligible for re-election (including at any meeting at
which the Director retires).
25.2 A Director retiring at a meeting of shareholders continues to hold office:
(a) until he or she is re-elected; or
(b) if he or she is not re-elected, until the end of the meeting of shareholders at
which he or she retires (or any adjournment of that meeting).
26 No shareholding qualification for Directors
There is no shareholding qualification for Directors.
27 Election of chairperson of the Board and term of office
27.1 The Directors may elect one of their number as chairperson and, if they so
determine a deputy chairperson, of the Board.
27.2 The chairperson of the Board and, if one has been elected, the deputy chairperson of
the Board holds that office until he or she vacates that office or the Directors elect a
chairperson or deputy chairperson (as the case may be) in his or her place.
28 Office of Director vacated in certain cases
The office of Director is vacated if the person holding that office:
28.1 dies; or
28.2 has for more than six months been absent without permission of the Board
from meetings held during that period and the Board resolves that the
Director has vacated office; or
28.3 becomes disqualified from being a director pursuant to the Act; or
28.4 retires from office and is not re-elected or deemed to have been re-elected
under this constitution.

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29 Meetings of the Board
The Third Schedule governs the proceedings at meetings of the Board, except where
otherwise agreed by all Directors in relation to a particular meeting or meetings.
The third schedule to the Act does not apply to proceedings of the Board.
30 Written resolutions of Board permitted
A written resolution signed or assented to by a majority of the Directors then
entitled to receive notice of a meeting of the Board and who together would
constitute a quorum at a meeting is as valid and effective as if it had been passed at
a meeting of the Board duly convened and held. Within 5 working days of a
resolution being passed in accordance with this clause, the Company must send a
copy of the resolution to every Director who did not sign the resolution or on whose
behalf the resolution was not signed.
31 Written resolutions may be in counterparts
Any written resolution may consist of several copies of the resolution, each signed or
assented to by one or more of the Directors. A copy of a written resolution, which
has been signed and is sent by email or any similar means of communication
(including PDF counterparts), will satisfy the requirements of this clause.
32 Board delegates to comply with regulations
In exercising the Board’s delegated powers, any committee of Directors, Director,
employee, or any other person must comply with any regulations that the Board
may impose.
33 Committee proceedings
The provisions of this constitution relating to meetings and proceedings of the Board
also apply to meetings and proceedings of any committee of Directors, except to the
extent the Board determines otherwise.
34 Reimbursement of expenses
A Director may be reimbursed for reasonable travelling, accommodation and other
expenses incurred in the course of performing duties or exercising powers as a
Director without requiring the prior approval of shareholders.
35 Directors may appoint and remove alternate Directors
Every Director may:
35.1 appoint any person who is not a Director and is not disqualified by the Act or
this constitution from being a Director, and whose appointment has been
approved in writing by a majority of the other Directors, to act as an alternate
Director in his or her place either for a specified period, or generally during
the absence or inability to act from time to time of such Director; and
35.2 remove his or her alternate Director from that office,
by giving written notice to that effect to the Company. A majority of the other
Directors may similarly remove an alternate of a Director from that office. No
director shall appoint a deputy or agent otherwise than by way of appointment of an
alternate director.

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36 Alternate Director has powers of appointer
While acting in the place of the Director who appointed him or her, an alternate
Director:
36.1 has, and may exercise and discharge, all the powers, rights, duties and
privileges of that Director (including the right to receive notice of, be counted
as part of the quorum of, and participate in a meeting, of the Board, and to
sign any document, including a written resolution, and to act as chairperson
of the Board, but excluding the right to appoint an alternate Director);
36.2 is also subject to the same terms and conditions of appointment as that
Director, except that he or she is not entitled to receive remuneration other
than such proportion (if any) of the remuneration otherwise payable to his or
her appointer as the appointer may direct by notice in writing to the
Company.
37 Termination of appointment of alternate Director
The appointment of an alternate Director terminates automatically if the Director
who appointed him or her ceases to be a Director or if an event occurs which would
cause him or her to vacate office if he or she were a Director. A Director retiring by
rotation and being re-elected is not to be treated as having ceased to be a Director
for the purposes of this clause.
GENERAL
38 Company indemnification of directors and employees for certain liabilities
The Company shall indemnify a director of the Company, and may indemnify an
employee of the Company or a director or employee of a related company, for any
liability or costs for which a director or employee may be indemnified under the Act.
The Board may determine the terms and conditions of such an indemnity.
39 Company may effect insurance for directors and employees
The Company may, with the prior approval of the Board, effect insurance for a
director or employee of the Company or a related company for any liability or costs
for which a company may effect insurance for a director or employee under the Act.
The Board may determine the amounts and the terms and conditions of any such
insurance.
40 Manner of execution of deeds
An obligation which, if entered into by a natural person, would, by law, be required
to be by deed, may be entered into on behalf of the Company in writing signed
under the name of the Company by a Director, or any other person authorised by
the Board, whose signature must be witnessed, or as otherwise permitted by the
Act.
41 Distribution of surplus assets in kind
If the Company is liquidated the liquidator may, with the approval of shareholders
by special resolution, but subject to any other sanction required by the Act:

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41.1 divide among the shareholders in kind the whole or any part of the surplus
assets of the Company and for that purpose the liquidator may:
(a) fix such values for surplus assets as the liquidator considers to be
appropriate, and
(b) determine how the division will be carried out as between shareholders
or different classes of shareholder;
and
41.2 vest the whole or any part of any such surplus assets in trustees upon such
trusts for the benefit of such of those shareholders as the liquidator thinks fit,
but so that no shareholder is compelled to accept any shares or other securities on
which there is any liability.

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FIRST SCHEDULE: CALLS, FORFEITURE AND LIENS
INTERPRETATION
1 Construction
Unless stated otherwise, references to clauses are references to clauses in this
Schedule.
CALLS ON SHARES
2 Shareholders must pay calls
Every shareholder on receiving at least 10 working days’ notice specifying the time
or times and the place of payment must pay, in accordance with that notice, the
amount called to be paid in respect of any Shares that shareholder holds. The Board
may revoke or postpone a call, or require a call to be paid by instalments.
3 Call made when Board resolution passed
A call is regarded as having been made at the time when the Board resolution
authorising the call was passed.
4 Joint holders are jointly and severally liable
The joint holders of a Share are jointly and severally liable to pay all calls for that
Share.
5 Unpaid calls will accrue interest
If an amount called is not paid in full at the time specified for payment, the person
from whom the amount is due must pay the Company interest on the amount that
remains unpaid at a rate determined by the Board and calculated from the time
specified for payment until the day of actual payment. Subject to the Rules, the
Board may waive some or all of the payment of that interest.
6 Amounts payable under terms of issue treated as calls
Any amount that becomes payable on issue or at any specified date under this
constitution or under the terms of issue of Shares or under a contract for the issue
of Shares, will be regarded as being a call duly made and payable on the specified
date. If the payment is not made, the relevant provisions of this constitution will
apply as if the amount had become payable by virtue of a call made in accordance
with this constitution.
7 Board may differentiate between shareholders as to calls
On the issue of Shares, the Board may differentiate between shareholders as to the
amount of calls to be paid and the times of payment.
8 Board may accept payment in advance for calls
8.1 Where a shareholder is willing to advance some or all of the money unpaid and
uncalled on any Share of that shareholder, the Board may accept the amount
advanced on the Company’s behalf. The Board may pay interest on that amount at
a rate agreed between the Board and that shareholder for the period between the
date that the amount is accepted and the date that the amount becomes payable
pursuant to a call or the date specified for its payment.

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8.2 The Board may at any time repay to any shareholder the whole or any portion of
any money so advanced upon giving that holder at least 10 working days’ notice in
writing and as from the date of such repayment interest (if any) shall cease to
accrue on the money so repaid.
8.3 A shareholder is not entitled as of right to any payment of interest on any amount so
paid in advance and the Board may decline to pay any interest. Any amount so paid
in advance must not be taken into account in ascertaining the amount of any
dividend or other distribution payable upon the Shares concerned.
FORFEITURE OF SHARES
9 Board may by notice require forfeiture of Shares if calls unpaid
The Board may during the time that a call, instalment, or other amount remains
unpaid on a Share, serve a notice on the holder of that Share requiring payment of
the unpaid call, instalment, or other amount, together with any accrued interest and
any expenses incurred by the Company by reason of non-payment.
10 Notice of forfeiture must satisfy certain requirements
The notice served on a shareholder under clause 9 must specify a date not earlier
than 10 working days after the date the notice is served by which the payment is to
be made. The notice must also state that in the event of non-payment by the
appointed time, the Shares to which the call, instalment, or other amount relates,
will be liable to be forfeited by the shareholder.
11 Failure to comply with notice may lead to forfeiture
Where a valid notice under clause 9 is served on a shareholder and the shareholder
fails to comply with the notice, then the Board may resolve that any Share for which
that notice was given and all distributions authorised and not paid before the notice
was served be forfeited.
12 Board may deal with forfeited Share
A forfeited Share may be sold or otherwise disposed of on such terms and in such
manner as the Board thinks fit. However, the Board may cancel the forfeiture at
any time before the sale or other disposition on such terms as the Board thinks fit if
the call, instalment or other amount which remains unpaid on the Share is paid.
13 Shareholder whose Shares are forfeited loses rights
A person whose Shares have been forfeited immediately ceases to be a shareholder
in respect of those Shares notwithstanding any other provision of this constitution,
and remains liable to pay the unpaid amount that the shareholder owes the
Company, but that liability shall cease if the Company receives payment in full of all
money owing for those Shares.
14 Evidence of forfeiture
A certificate signed by a Director that a Share has been duly forfeited on a stated
date is conclusive evidence of the facts stated in that certificate.
15 Company may sell forfeited Share
The Company may receive the consideration, if any, given for a forfeited Share
following a sale or disposition, and may execute a transfer of the Share in favour of

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the person to whom the Share is sold or disposed of, and register that person as the
holder of the Share. That person is not bound to see to the application of the
purchase money, if any, nor is the title to the Share affected by any irregularity or
invalidity in the procedures under this constitution in respect of the forfeiture, sale
or disposal of that Share. Any residue after satisfaction of unpaid calls, instalments,
premiums or other amounts and interest, and expenses, shall be paid to the
previous holder, or to his or her executors, administrators or assigns.
LIEN ON SHARES
16 Company’s lien
The Company has a lien, ranking in priority over all other equities, on:
16.1 all Shares registered in the name of a shareholder; and
16.2 all dividends authorised in respect of such Shares; and
16.3 the proceeds of sale of such Shares,
for:
16.4 unpaid calls and instalments payable in respect of any such Shares; and
16.5 interest on any such calls or instalments; and
16.6 sale expenses owing to the Company in respect of any such Shares; and
16.7 any amounts that the Company may be called on to pay under any statute,
regulation, ordinance or other legislation in respect of the Shares of that
shareholder, whether the period for payment has arrived or not.
17 Waiver of lien
Registration of a transfer of Shares on which the Company has any lien will operate
as a waiver of the lien, unless the Company gives notice to the contrary to the
transferee prior to registration.
18 Company may sell Share on which it has a lien
The Company may sell a Share on which it has a lien in such manner as the Board
thinks fit, where:
18.1 the lien on the Share is for a sum which is presently payable; and
18.2 the registered holder of the Share, or the person entitled to it on his or her
death or bankruptcy, has failed to pay that sum within 10 working days after
the Company has served that registered holder written notice demanding
payment of that sum.
19 Company may transfer Share and apply proceeds
19.1 The Company may receive the consideration given for a Share sold under clause 18,
and may execute a transfer of the Share in favour of the person to whom the Share

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is sold, and register that person as the holder of the Share discharged from all calls
due prior to the purchase.
19.2 The purchaser is not bound to see to the application of the purchase money, and the
purchaser’s title to the Share is not affected by any irregularity or invalidity in the
proceedings relating to the sale. The remedy of any person aggrieved by the sale
shall be in damages only and against the Company exclusively.
19.3 The Company must apply the sale proceeds in payment of the sum presently
payable on the lien, and the balance, if any, shall (subject to a like lien for sums not
presently payable that existed upon the Share before the sale) be paid to the person
who held the Share immediately before the date of sale or to his or her executors,
administrators or assigns.

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SECOND SCHEDULE: PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
INTERPRETATION
1 Construction
1.1 This Schedule is to be read together with Schedule 1 of the Act.
1.2 Unless stated otherwise, references to clauses are references to clauses in this
Schedule.
1.3 A reference in this Schedule to a shareholder present at a meeting or entitled to
vote at a meeting includes a reference to a proxy of a shareholder, a representative
of a corporate shareholder, an attorney of a shareholder, and any person who may
lawfully act on behalf of a shareholder.
NOTICE
2 Written notice must be given to shareholders, Directors and auditors
Written notice of the time and place of a meeting of shareholders must be sent to
every shareholder entitled to receive notice of the meeting and to every Director and
any auditor of the Company not less than 10 working days before the meeting.
3 Notice must state nature of business
The notice must:
3.1 state the nature of the business to be transacted at the meeting in sufficient
detail to enable a shareholder to form a reasoned judgment in relation to it;
and
3.2 state the text of any special resolution to be submitted to the meeting; and
3.3 contain or be accompanied by sufficient explanation to enable a reasonable
person to understand the effect of the resolutions proposed in the notice; and
3.4 for so long as the Company is listed, comply with the requirements of the
Rules.
4 Proxy form must be sent with notice
A proxy form must be sent by mail or electronically with each notice of meeting.
5 Irregularities in notice may be waived
Any irregularity in a notice of a meeting is waived if all the shareholders entitled to
attend and vote at the meeting attend the meeting without protest as to the
irregularity or if all such shareholders agree to the waiver.
6 Company’s accidental failure to send notice does not invalidate meeting
The accidental omission to send notice of a meeting to, or the failure to receive
notice by, any person entitled to that notice, does not invalidate the proceedings at
that meeting.

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7 Notice of an adjournment
7.1 If a meeting is adjourned for less than 30 days no notice of the time and place of
the adjourned meeting need be given other than by announcement at the meeting
from which the adjournment took place and any announcement required by the
Rules.
7.2 If a meeting is adjourned for 30 days or more, notice of the adjourned meeting must
be given in the same way as notice was given of the meeting from which the
adjournment took place, including any announcement required by the Rules.
MEETING AND QUORUM
8 Methods of holding meetings
A meeting of shareholders may be held by a quorum of the shareholders:
8.1 being assembled together at the time and the place appointed for the
meeting; or
8.2 participating in the meeting by means of audio, audio and visual, or electronic
communication; or
8.3 by a combination of both the methods described in clauses 8.1 and 8.2 above.
The Company is not required to hold meetings of shareholders in the manner
specified in clause 8.2 or 8.3. Meetings will be held in that manner only if the notice
of meeting so specifies or the Board otherwise decides that the Company should do
so. To avoid doubt, a shareholder participating in a meeting by means of audio,
audio and visual, or electronic communication is present at the meeting and part of
the quorum.
9 Business to be transacted only if a quorum is present
Subject to clauses 11 and 12, business may be transacted at a meeting of
shareholders only if a quorum is present at the time when the meeting proceeds to
business.
10 Quorum for shareholders’ meeting
A quorum for a meeting of shareholders is present if 5 or more shareholders are
present having the right to vote at the meeting.
11 Meeting convened at shareholders’ request dissolved if no quorum
If a quorum is not present within 30 minutes after the time appointed for the
meeting convened on the written request of shareholders holding Shares together
carrying at least 5 percent of the voting rights entitled to be exercised, the meeting
will be dissolved automatically.
12 Other meetings to be adjourned if no quorum
If a quorum is not present within 30 minutes after the time appointed for a meeting
(other than a special meeting convened under the Act or a meeting of an interest
group), the meeting will be adjourned to the same day in the following week at the
same time and place, or to such other day, time, and place as the Directors may
appoint. If at the adjourned meeting a quorum is not present within 30 minutes

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after the time appointed for the meeting, the shareholders present will constitute a
quorum.
CHAIRPERSON
13 Chairperson of Board to be chairperson of meeting
The chairperson of the Board, if one has been elected by the Directors and is present
at a meeting of shareholders, will chair the meeting.
14 Directors may elect chairperson if chairperson of Board not available
If no chairperson of the Board has been elected or, if at any meeting of shareholders
the chairperson of the Board is not present within 15 minutes of the time appointed
for the commencement of the meeting or is unwilling to act, the deputy chairperson
of the Board (if any) shall be the chairperson, or failing him or her, the Directors
present may elect one of their number to be chairperson of the meeting.
15 As a last resort shareholders may elect chairperson
If at any meeting of shareholders, no Director is willing to act as chairperson or if no
Director is present within 15 minutes of the time appointed for the commencement
of the meeting, the shareholders present may elect one of their number to be
chairperson of the meeting.
16 Chairperson’s power to adjourn meeting
The chairperson of a meeting at which a quorum is present:
16.1 may adjourn the meeting with the consent of the shareholders present who
are entitled to attend and vote at that meeting; and
16.2 must adjourn the meeting if directed by the meeting to do so.
The only business that may be transacted at any adjourned meeting is the business
left unfinished at the meeting from which the adjournment took place.
17 Chairperson may dissolve or adjourn unruly meetings
The chairperson may adjourn or dissolve the meeting if in his or her opinion the
meeting has become so unruly, disorderly or inordinately protracted, that the
business of the meeting cannot be conducted in a proper and orderly manner. The
chairperson may exercise this power without the consent of the meeting and without
giving reasons.
18 Dissolved meetings - unfinished business
If the chairperson proposes to dissolve a meeting pursuant to clause 17, and there is
any item of unfinished business of the meeting which in his or her opinion requires
to be voted upon, then that item shall be dealt with by the chairperson directing it to
be put to the vote by a poll without further discussion.
VOTING
19 Voting by show of hands or voice vote at meeting
Voting at a meeting of shareholders will be conducted by poll in accordance with
clauses 23 to 25 below.

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20 Voting by electronic means
To the extent permitted by the Act and the Rules, the Board may allow shareholders
to vote by signifying their assent or dissent by electronic means (including, for the
avoidance of doubt, voting on a personal computer, with such vote being
transmitted to the meeting), instead of the shareholder voting by another method
permitted by the Act or this constitution.

21 Votes of joint holders
Where two or more persons are registered as the holders of a Share, the vote of the
person named first in the share register and voting on a matter must be accepted to
the exclusion of the votes of the other joint holders.
22 Shareholder loses certain voting rights if calls unpaid
If a sum due to the Company in respect of any Share registered in a shareholder’s
name has not been paid then that Share may be voted at a meeting of an interest
group but not at any other meeting of shareholders.
23 Chairperson not allowed casting vote
In the case of an equality of votes, the chairperson does not have a casting vote.
POLLS
24 Time at which polls to be taken
A poll on the election of a chairperson of a meeting or on a question of adjournment
must be taken immediately. A poll on any other question is to be taken at such time
as the chairperson of the meeting directs. The meeting may proceed to deal with
any business other than that upon which a poll has been conducted pending the
taking of the poll.
25 Counting votes cast in a poll
Votes must be counted according to the votes attached to the Shares of each
shareholder present and voting.
26 Declaration of poll result
26.1 The chairperson of the meeting may declare the result of a poll either at or after the
meeting, and when the outcome of the poll is known, may do so regardless of
whether all votes have been counted.
26.2 The result of a poll declared by the chairperson of the meeting will be treated as the
resolution of the meeting for which the poll was taken.
SHAREHOLDER PROPOSALS
27 Shareholder proposals by written notice
A shareholder may give written notice to the Board of a matter the shareholder
proposes to raise for discussion or resolution at the next meeting of shareholders at
which the shareholder is entitled to vote. The provisions of clause 9 of the first
schedule to the Act apply to any notice given pursuant to this clause.

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PROXIES
28 Proxies permitted
A shareholder may either exercise the right to vote by being present in person or
represented by proxy.
29 Proxy to be treated as shareholder
A proxy for a shareholder is entitled to attend and be heard at a meeting of
shareholders as if the proxy were the shareholder.
30 Appointment of proxy must be in writing or approved electronic format and
specify restrictions
30.1 A proxy must be appointed by a notice in writing that is signed, or in the case of an
electronic notice sent, by the shareholder, or by appointing the proxy online as per
the Company’s instructions in a notice of meeting, and the notice must state
whether the appointment is for a particular meeting or a specified term. A proxy
need not be a shareholder of the Company.
30.2 A shareholder may appoint more than one proxy for a particular meeting, provided
that more than one proxy is not appointed to exercise the rights attached to a
particular share held by the shareholder.
31 Notice of proxy to be produced at least 48 hours before meeting
No appointment of a proxy is effective in relation to a meeting unless a copy of the
notice of appointment is produced to the Company at least 48 hours before the time
for holding the meeting or adjourned meeting at which the person named in the
notice proposes to vote. If the written notice appointing a proxy is signed under
power of attorney, a copy of the power of attorney (unless already deposited with
the Company) and a signed certificate of non-revocation of the power of attorney
must accompany the notice.
32 Form of notice of proxy
A notice appointing a proxy shall be in such form as required by the Rules and
otherwise as the Board may direct.
32.1 Proxy forms must as a minimum (so far as the subject matter and form of
resolutions reasonably permits), provide for two-way voting (for or against) on all
resolutions, enabling the shareholder to instruct the proxy as to the casting of the
vote, and must not be sent with any name or office (e.g. “chairperson of directors”)
filled in as proxy holder and must contain a statement outlining who is subject to
voting restrictions in relation to each resolution.
32.2 Proxy forms may in accordance with the Rules provide that, if the shareholder does
not name a proxy in the form or if the named proxy does not attend the meeting, a
named person or office will act as the shareholder’s proxy and vote in accordance
with the shareholder’s express direction.
32.3 So far as reasonably practicable, resolutions must be framed in a manner which
facilitates two way voting instructions for proxy holders.

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33 Vote by proxy valid where no notification before meeting of disqualified
proxy
Where:
33.1 the shareholder has died or become incapacitated; or
33.2 the proxy, or the authority under which the proxy was executed, has been
revoked; or
33.3 the Share in respect of which the notice of proxy is given has been
transferred,
before a meeting at which a proxy exercises a vote in terms of a notice of proxy but
the Company does not receive written notice of that death, incapacity, revocation, or
transfer before the start of the meeting, the vote of the proxy is valid.
POSTAL VOTES
34 Postal votes are permitted only at Board’s option
34.1 A shareholder may exercise the right to vote at a meeting by casting a postal vote
only if the Board, prior to the giving of notice of a meeting, has so determined and,
if the Board so determines, the provisions of clause 7 of the first schedule to the Act
shall apply. To avoid doubt, a postal vote may be cast using electronic means
permitted by the Board.
CORPORATE REPRESENTATIVES
35 Corporations may act by representative
A body corporate which is a shareholder may appoint a representative to attend any
meeting of shareholders on its behalf in the same manner as that in which it could
appoint a proxy. The representative shall be entitled to attend and be heard at a
meeting of shareholders as if the representative were the shareholder.
MINUTES
36 Board must keep minutes of proceedings
The Board must ensure that minutes are kept of all proceedings at meetings of
shareholders and that a record is kept of all written resolutions of shareholders.
Minutes which have been signed correct by the chairperson of the meeting are
evidence of the proceedings at the meeting unless they are shown to be inaccurate.
OTHER PROCEEDINGS
37 Shareholder participation by electronic means
37.1 For the purposes of this schedule, a shareholder, or the shareholder’s proxy or
representative, may participate in a meeting by means of audio, audio and visual, or
electronic communication if:
(a) the Board approves those means; and

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(b) the shareholder, proxy, or representative complies with any conditions
imposed by the Board in relation to the use of those means (including for
example, conditions relating to the identity of the shareholder, proxy, or
representative and that persons approval or authentication (including
electronic authentication) of the information communicated by electronic
means).
37.2 To avoid doubt, participation in a meeting includes participation in any manner
specified in this schedule or permitted by the constitution.
38 Chairperson may regulate other proceedings
Except as provided in Schedule 1 of the Act as modified by this Schedule, the
chairperson of a meeting of shareholders may regulate the proceedings at the
meeting.

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THIRD SCHEDULE: PROCEEDINGS OF THE BOARD
NOTICE OF MEETING
1 Director’s power to convene meetings
A Director, or any other person at the request of a Director, may convene a meeting
of the Board by giving notice in accordance with this Schedule.
2 Notice to be sent to Director’s address
The notice of meeting must be a written notice delivered by hand to the Director, or
sent to the address, or an electronic mail message sent to the electronic mail
address, which the Director provides to the Company for that purpose, or if an
address or electronic mail address, is not provided, then a written notice to his or
her last place of employment or residence known to the Company.
3 Notice to contain certain details
The notice of meeting must include the date, time and place of the meeting and an
indication of the matters to be discussed in sufficient detail to enable a reasonable
Director to appreciate the general import of the matters.
4 Period of notice required to be given to Directors
At least two days’ notice of a meeting of the Board must be given unless the
chairperson (or, in the chairperson's absence from New Zealand, the deputy
chairperson (if any), and in the deputy chairperson’s absence, any other Director)
believes it is necessary to convene a meeting of the Board as a matter of urgency, in
which case shorter notice of the meeting of the Board may be given, so long as at
least two hour’s notice is given. Any such shorter notice may be given by telephone
communication to each Director at the telephone number provided to the Company
by each Director provided that written notice shall be given to the Directors within
the shorter notice period where it is practicable to do so.
5 Absent Directors
If a Director, who is for the time being absent from New Zealand, supplies the
Company with an electronic mail address to which notices are to be sent during his
or her absence, then notice must be given to that Director. Otherwise notice need
not be given to any Director for the time being absent from New Zealand. However,
if he or she has an alternate Director who is in New Zealand, then notice must be
given to that person.
6 Directors may waive irregularities in notice
Any irregularity in the notice of a meeting, or failure to comply with clauses 1 to 5 of
this Schedule is waived if all Directors entitled to receive notice of the meeting
attend the meeting without protest as to the irregularity or failure, or if all Directors
entitled to receive notice of the meeting agree to the waiver.

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MEETING AND QUORUM
7 Methods of holding meetings
A meeting of the Board may be held:
7.1 by a number of Directors who constitute a quorum, being assembled together
at the place, date and time appointed for the meeting;
7.2 by means of audio, or audio and visual, communication by which all Directors
participating and constituting a quorum can simultaneously hear each other
throughout the meeting; or
7.3 by a combination of the methods described in clauses 7.1 and 7.2 of this
Schedule.
8 Quorum for Board meeting
Unless otherwise determined by the Board, the quorum necessary for the
transaction of business at a meeting of the Board is 3 Directors. No business may
be transacted at a meeting of the Board unless a quorum is present.
9 Meeting adjourned if no quorum
If a quorum is not present within 30 minutes after the time appointed for a meeting
of the Board, the chairperson will adjourn the meeting to a specified day, time and
place, the day being within the next 2 days. If no such adjournment is made the
meeting will be adjourned automatically until the following working day at the same
time and place. If at the adjourned meeting a quorum is not present within 30
minutes from the time appointed for the meeting, the Directors present will
constitute a quorum.
CHAIRPERSON
10 Chairperson to chair meetings
The chairperson or, in the absence of the chairperson, the deputy chairperson of the
Board will chair all meetings of the Board. If no chairperson or deputy chairperson
is elected, or if at a meeting of the Board the chairperson or deputy chairperson is
not present within 15 minutes after the time appointed for the commencement of
the meeting, then the Directors present may elect one of their number to be
chairperson of the meeting.
VOTING
11 Voting on resolutions
Each Director has one vote. A resolution of the Board is passed if it is agreed to by
all Directors present without dissent or if a majority of the votes cast on it are in
favour of it. A Director must not vote where that Director is not permitted to vote
by the Rules or this constitution. A Director present at a meeting of the Board may
abstain from voting on a resolution, and any Director who abstains from voting on a
resolution will not be treated as having voted in favour of it for the purposes of the
Act.

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12 Chairperson does not have a casting vote in some cases
The chairperson of the Board has a casting vote, except cases where two Directors
form a quorum, in which case the chairperson does not have a casting vote at a
meeting at which only two Directors are present
MINUTES
13 Board must keep minutes of proceedings
The Board must ensure that minutes are kept of all proceedings of meetings of the
Board. Minutes which have been signed correct by the chairperson of the meeting
are evidence of the proceedings at the meeting unless they are shown to be
inaccurate.
OTHER PROCEEDINGS
14 Board may regulate other proceedings
Except as set out in this Schedule, the Board may regulate its own procedure.