POT Annual Meeting Results

25 October 2019

Port of Tauranga Limited Annual Meeting –
Meeting Results and Directors’ Independence

At Port of Tauranga Limited’s Annual Shareholder Meeting, held in Mount Maunganui today,
shareholders were asked to vote on five resolutions, which were supported by the Board.

As required by NZX Listing Rule 6.1, all voting was conducted by a poll.

The resolutions passed by shareholders were:

• That Mr Kimmitt Rowland Ellis be re-elected as a Director.
• That Mr Alastair Roderick Lawrence be re-elected as a Director.
• That the Directors’ fees pool be increased by $30,000, from $750,000 to $780,000 per annum,
with the aggregate amount payable to all Directors of the Company for their services as
Directors of the Company, to be divided amongst the Directors as the Board may determine.
• That the Port of Tauranga Board be authorised to fix the remuneration of the Auditors for the
ensuing year.
• That the shareholders resolve as a special resolution, that the Company’s existing Constitution
be revoked and the revised Constitution be adopted as the Company’s new Constitution.

Detail of the total number of votes cast in person or by a proxy holder are:

Resolution For Against Abstain
1 That Mr Kimmitt Rowland Ellis be re-elected as a
Director.
434,028,829
99.92%
329,965
0.08%
63,100
2 That Mr Alastair Roderick Lawrence be re-elected
as a Director.
434,323,329
99.99%
42,150
0.01%
56,415
3 That the Directors’ fees pool be increased by
$30,000, from $750,000 to $780,000 per annum,
with the aggregate amount payable to all Directors
of the Company for their services as Directors of
the Company, to be divided amongst the Directors
as the Board may determine.
63,620,842
98.00%
1,299,900
2.00%
368,694,424
4 That the Port of Tauranga Board be authorised to
fix the remuneration of the Auditors for the
ensuing year.
433,928,104
99.89%
456,856
0.11%
36,934
5 That the shareholders resolve as a special
resolution, that the Company’s existing
Constitution be revoked and the revised
Constitution be adopted as the Company’s new
Constitution.
(A copy of the new Constitution is
attached.)
433,854,128
99.89%
492,366
0.11%
75,400

The Board has determined that all Port of Tauranga Directors (apart from Sir Robert Arnold McLeod
and Mr Douglas William Leeder) are Independent Directors.

Simon Kebbell
COMPANY SECRETARY

Attachment: Port of Tauranga Limited’s Constitution

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Constitution of Port of Tauranga Limited

CONSTITUTION OF PORT OF TAURANGA LIMITED 1

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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;
alternate Director means any person appointed under clause 37;
Board means Directors who number not less than the required quorum acting
together as the board of directors of the Company;
Company means Port of Tauranga 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 New Zealand Exchange Limited, its successors and assigns and, as
the context permits, includes any duly authorised delegate of NZX;
month means calendar month;
Rules means the Listing Rules applying to the NZX market (or any successor to
that market) as altered from time to time by NZX;
Share means a share in the Company;
Shareholding Local Authority means any harbour board (as defined in the Port
Companies Act 1988), any territorial authority or regional council (as defined in
the Local Government Act 2002) or any united council that holds any equity
securities of any class that confers rights to vote at any meeting of the Company;
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.

CONSTITUTION OF PORT OF TAURANGA LIMITED 2

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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;
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
3.1 For so long as the Company is listed, 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 ruling relevant to the Company).
3.2 If the Company ceases to be listed this constitution shall be 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 applied at the
time the Company ceased to be listed.
4 Company must comply with Rules while listed
4.1 For so long as the Company is listed, the Company must comply with the Rules.
4.2 If this constitution contains any provision inconsistent with the Rules, as modified
by any ruling relevant to the Company, then the Rules prevail.
5 NZX’s rulings
If NZX has granted a ruling in relation to the Company authorising any act or
omission, or waiving the requirement to comply with any Rule (or the application
to the Company of any Rule) in respect of any act or omission, which in the
absence of that 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 notwithstanding
such contravention.

CONSTITUTION OF PORT OF TAURANGA LIMITED 3

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6 Failure to comply with Rules has limited effect in some cases
Any failure to comply with the Rules does not affect the validity or enforceability
of any transaction, contract, action or other matter whatsoever (including the
proceedings of, or voting at, any meeting) done or entered into by, or affecting,
the Company, except that a party to a transaction or contract who knew of the
failure to comply with the Rules is not entitled to enforce that transaction or
contract. This clause does not affect the rights of any holder of securities of the
Company against the Company or the Board arising from failure to comply with
the Rules.
7 Port Companies Act 1988
Notwithstanding any other provision of this constitution (including, in particular,
clauses 3, 4 and 5):
(a) to the extent that any of clauses 24, 25, 30.2, 40 or 41 are inconsistent
with any other provision of this constitution or any Rule, clause 24, 25,
30.2, 40 or 41 (as the case may be) will prevail;
(b) if the effect of any ruling granted by NZX under clause 5 would be to deem
an act or omission to be authorised by the Rules and this constitution, and
that act or omission would otherwise be inconsistent with any of clauses
24, 25, 30.2, 40 or 41, then clause 24, 25, 30.2, 40 or 41 (as the case
may be) will prevail (and that ruling shall not apply to the extent that it is
inconsistent with any of those clauses).
SHARES AND SHAREHOLDERS
8 Board need not comply with statutory pre-emptive rights
Section 45 of the Act does not apply to the Company.
9 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.
10 Consolidation and subdivision
The Board may:
10.1 consolidate and divide Shares or any class of Shares in proportion to those
Shares or the Shares in that class; or
10.2 subdivide Shares or any class of Shares in proportion to those Shares or
the Shares in that class.
11 Share register may be divided
The share register may be divided into 2 or more registers kept in different
places.

CONSTITUTION OF PORT OF TAURANGA LIMITED 4

KCH-228826-1343-16-3
12 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.
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) to the extent it is permitted to
do so from time to time 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 of Shares that if, at the expiration of 3 months after the date
the notice is given, Shares then registered in the name of the holder are less than
a minimum holding the Company may sell those Shares on market (including
through a broker acting on behalf of the Company).
14.2 The Board may authorise the transfer of the Shares sold under this clause to a
purchaser of the Shares, and the holder is deemed to have authorised the
Company to act on behalf of the holder and to sign all necessary documents
relating to the sale. The purchaser is not bound to see to the application of the
purchase money, 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.

CONSTITUTION OF PORT OF TAURANGA LIMITED 5

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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
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 of an equity security expressly provide otherwise.
22 Unclaimed distributions
All dividends and other distributions unclaimed for one year after the due date for
payment may be invested or otherwise made use of by the Board for the benefit

CONSTITUTION OF PORT OF TAURANGA LIMITED 6

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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. Any dividend or distribution
unclaimed for five years after having been authorised shall be forfeited by the
Board for the benefit of the Company provided that the Board shall, subject to
compliance with the solvency test, annul the forfeiture and pay the distribution to
a claimant producing satisfactory evidence of entitlement.
SHAREHOLDERS MEETINGS
23 Proceedings at meetings of shareholders and interest groups
Subject to section 124 of the Act, the Second Schedule governs the proceedings
at meetings of shareholders in place of the provisions of the first schedule of the
Act. 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
securities held by all members of that group having the right to vote at the
meeting.
DIRECTORS
24 Number of Directors
For so long as the Port Companies Act 1988 applies to the Company, the number
of Directors (other than alternate Directors) shall not at any time be more than
nine nor less than six. Subject to this limitation, the number of Directors to hold
office shall be fixed from time to time by the Board in accordance with the Rules.
25 Shareholding Local Authority
For so long as the Port Companies Act 1988 applies to the Company, not more
than a total of two members or employees of the Shareholding Local Authority
may hold office as Directors of the Company at the same time.
26 Appointment of Directors
26.1 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.
26.2 Subject to Clause 25, the Board may appoint any person who is not disqualified
under the Act to be a Director to fill a casual 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.
27 Rotation of Directors
27.1 A Director must not hold office (without re-election) past the third annual
meeting following the Director’s appointment or three years, whichever is longer.

CONSTITUTION OF PORT OF TAURANGA LIMITED 7

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27.2 A Director appointed by the Board pursuant to clause 26.2 must not hold office
(without re-election) past the next annual meeting following the Director’s
appointment.
27.3 Subject to clause 27.1, a retiring Director continues to hold office:
(a) until he or she is re-elected; or
(b) if he or she is not re-elected, until the meeting of shareholders at which he
or she retires (or any adjournment of that meeting) elects someone in his
or her place; or
(c) if the meeting of shareholders does not elect someone in his or her place,
until the end of the meeting or any adjournment of the meeting.
27.4 The shareholders may by ordinary resolution fill the office vacated by a Director
who is retiring in accordance with this clause by electing a person who is
nominated under clause 26.1 and is not disqualified under the Act to that office at
the annual meeting at which the outgoing Director retires. If no new Director is
elected and if the retiring Director (not being disqualified under the Act) is
offering himself or herself for re-election, the retiring Director shall be deemed to
be re-elected unless it is expressly resolved by ordinary resolution not to fill the
vacated office or a resolution for the re-election of that Director is put to the
meeting and lost.
28 No shareholding qualification for Directors
There is no shareholding qualification for Directors.
29 Election of chairperson of the Board and term of office
29.1 The Directors may elect one of their number as chairperson and, if they so
determine a deputy chairperson, of the Board.
29.2 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.
30 Office of Director vacated in certain cases
The office of Director is vacated if the person holding that office:
30.1 vacates that office in any of the circumstances set out in section 157(1) of
the Act; or
30.2 becomes a member or employee of the Shareholding Local Authority and
there are already two Directors who are employees or members of the
Shareholding Local Authority, and the Port Companies Act 1988 applies to
the Company at that time.

CONSTITUTION OF PORT OF TAURANGA LIMITED 8

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31 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.
32 Written resolutions of Board permitted
A written resolution signed or assented to by two-thirds of the Directors then
entitled to receive notice of a meeting of the Board 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.
33 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 facsimile or any similar means
of communication, will satisfy the requirements of this clause.
34 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.
35 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.
36 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.
37 Directors may appoint and remove alternate Directors
Every Director may:
37.1 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
37.2 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.

CONSTITUTION OF PORT OF TAURANGA LIMITED 9

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38 Alternate Director has powers of appointer
While acting in the place of the Director who appointed him or her, an alternate
Director:
38.1 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);
38.2 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.
39 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
40 Auditors
The auditors of the Company shall be the Auditor-General as required by section
19 of the Port Companies Act 1988. If at any time the Port Companies Act 1988
ceases to apply to the Company, the auditors shall be appointed and their duties
regulated in accordance with the Act.
41 Audit Committee
For so long as the Company is listed, the Company must establish and maintain
an Audit Committee in accordance with Rule 3.6. For so long as the Company is
listed and the Port Companies Act 1988 applies to the Company, the Audit
Committee shall only be required to comply with the Rules to the extent that they
are consistent with clause 40 and the provisions of the Port Companies Act 1988
and the Public Audit Act 2001.
42 Company may indemnify directors and employees for certain liabilities
The Company shall indemnify a director or employee of the Company or 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.
43 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

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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.
44 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:
44.1 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
44.2 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.

CONSTITUTION OF PORT OF TAURANGA LIMITED 11

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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

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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.
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.

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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 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

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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 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 Unless stated otherwise, references to clauses are references to clauses in this
Schedule.
1.2 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 contain or be accompanied by sufficient explanation, reports, valuations
and other information to enable a reasonable person entitled to vote to
understand the effect of the resolutions proposed in the notice, including:
(a) the consequences if the resolution in question is not passed (unless
such resolution concerns a matter listed in Rule 7.1.2(a)(i) to(vii) of
the Rules); and
(b) a statement outlining who is subject to voting restrictions in relation
to such a resolution (if any); and
3.2 state the text of any resolution to be submitted to the meeting; and
3.3 include the following, if such meeting is to consider a resolution to appoint,
elect or re-elect a Director, for each candidate Director:
(a) the Board’s view on whether or not the candidate would qualify as an
independent Director;
(b) an outline of the candidate’s experience (including specific details or
relevant roles and organisations) and, if relevant, the qualifications
of the candidate, to the extent such information is available to the
Company; and

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(c) any other information that the Board considers may be useful to
provide to a shareholder; 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 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.
7 Notice of an adjournment
7.1 If a meeting is adjourned, 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.
MEETING AND QUORUM
8 Methods of holding meetings
A meeting of shareholders may be held either:
8.1 by a number of shareholders, who constitute a quorum, being assembled
together at the place, date and time appointed for the meeting; or
8.2 by means of an audio, or audio and visual, communication by which all
shareholders participating and constituting a quorum can simultaneously
hear each other throughout the meeting.
The Company is not required to hold meetings of shareholders in the manner
specified in clause 8.2. 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.
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.

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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 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

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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 cla use 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 Poll
In the case of any meeting of shareholders, voting at the meeting must be
conducted by poll. Votes must be counted according to the votes attached to the
Shares of each shareholder present and voting.
20 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 any other joint holder.
21 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.
22 Chairperson allowed casting vote
In the case of an equality of votes, the chairperson shall have a casting vote.
23 Declaration of poll result
23.1 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.
23.2 The result of a poll declared by the chairperson of the meeting will be treated as
the resolution of the meeting on the issue for which the poll was taken.
SHAREHOLDER PROPOSALS
24 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
25 Proxies permitted
A shareholder may either exercise the right to vote by being present in person or
represented by proxy.
26 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.
27 Appointment of proxy must be in writing and specify restrictions
A proxy must be appointed by a notice in writing that is signed by the
shareholder, and the notice must state whether the appointment is for a
particular meeting or a specified term not exceeding 12 months. A proxy need
not be a shareholder of the Company.
28 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.
29 Form of notice of proxy
29.1 A notice appointing a proxy shall be in such form as the Board may direct.
29.2 Proxy forms must provide for two-way voting 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. “chairman of directors”) filled in as proxy
holder.
29.3 So far as reasonably practicable, resolutions must be framed in a manner which
facilitates two way voting instructions for proxy holders.
30 Vote by proxy valid where no notification before meeting of disqualified
proxy
Where:
30.1 the shareholder has died or become incapacitated; or
30.2 the proxy, or the authority under which the proxy was executed, has been
revoked; or
30.3 the Share in respect of which the notice of proxy is given has been
transferred,

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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
31 Postal votes are not permitted
A shareholder may not exercise the right to vote at a meeting by casting a postal
vote.
CORPORATE REPRESENTATIVES
32 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
33 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
34 Chairperson may regulate other proceedings
Except as provided in 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 facsimile number, 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 facsimile number, or electronic mail address, is not
provided, then a written notice to his or her last place of employment or
residence or facsimile number 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 hours’ 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 a facsimile number or address or 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 1to 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 either:
7.1 By a number of Directors who constitute a quorum, being assembled
together at the place, date and time appointed for the meeting; or
7.2 By means of audio, or audio and visual, communication by which all
Directors participating can simultaneously hear each other throughout the
meeting.
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. No business may be
transacted at a meeting of the Board unless a quorum is present.
CHAIRPERSON
9 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
10 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.
11 Chairperson does not have a casting vote in some cases
The chairperson of the Board has a casting vote, except that in the case of an
equality of votes where two Directors form a quorum, the chairperson at a
meeting at which only two Directors are present does not have a casting vote.
MINUTES
12 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

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meeting are evidence of the proceedings at the meeting unless they are shown to
be inaccurate.
OTHER PROCEEDINGS
13 Board may regulate other proceedings
Except as set out in this Schedule, the Board may regulate its own procedure.