Adoption of New Constitution

MARKET ANNOUNCEMENT
NZX: WIN / ASX: WTN
21 December 2021

WINTON LAND LIMITED ADOPTS NEW CONSTITUTION
Winton Land Limited confirms it has adopted the attached constitution, effective on listing on the
NZX (WIN) and ASX (WTN).
Ends.

Authorised by:
Justine Hollows
General Counsel
For investor or analyst queries, please contact:
Jean McMahon
+64 9 869 2271
investors@winton.nz

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100496079/4801266.6

Constitution of
Winton Land Limited

100496079/4801266.6
CONSTITUTION OF WINTON LAND LIMITED
INTERPRETATION
1 Defined terms
1.1 In this constitution the following expressions have the following meanings:
Act means the Companies Act 1993;
Akarua Shareholder means TC Akarua 2 Pty Ltd as trustee of the TC Akarua Sub
Trust (or a person that directly or indirectly, through one or more intermediaries,
owns and controls or is owned and controlled by or is under common ownership and
control with that entity, and in each case to whom the Akarua Shareholder has
transferred Shares), or a custodian that holds Shares on such a person’s behalf;
Company means Winton Land Limited;
constitution means this constitution as it may be altered from time to time in
accordance with the Act;
Date of Quotation means the first day on which the ordinary shares in the Company
are quoted on the NZX Main Board;
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;

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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; and
2.6 the Schedules form part of this constitution.
RELATIONSHIP BETWEEN CONSTITUTION AND RULES
3 Incorporation of Rules while listed by NZX
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 NZX waivers or 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.
5 Failure to comply with Rules has limited effect in some cases
Any failure to comply with:
5.1 the Rules; or
5.2 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 Equity Security
holders 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 that transaction or contract. This clause does not limit the rights of Equity
Security holders against the Company or the Directors.

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6 Company must comply with Rules while listed
6.1 For so long as the Company is listed by NZX, the Company must comply with the
Rules. Subject to clause 4, if this constitution contains any provision inconsistent
with the Rules, then the Rules prevail.
6.2 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.
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,
the Rules or this constitution (including the Fourth Schedule). The registration of any
transfer of Shares shall not prejudice or affect in any way the powers exercisable by
the Board or the Company under the Fourth Schedule or otherwise.

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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).
14.2 The Board may authorise the transfer of the Shares sold by the Company under this
clause 14 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.

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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 expressly provide otherwise.
22 Unclaimed moneys
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 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 Composition
The Company shall comply with the minimum Board composition requirements of
the Rules.

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25 Appointment of Directors
25.1 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.
25.2 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.
25.3 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.
26 Equity Security holder appointment right
26.1 The Akarua Shareholder shall, for so long as it holds a number of Shares that is not
less than 75% of the number of Shares held by the Akarua Shareholder on the Date
of Quotation (adjusted as necessary to reflect any share subdivision or consolidation
occurring after the Date of Quotation), be entitled to appoint one Director, and to
remove any Director so appointed by it, in each case by notice in writing to the
Company, provided that no such appointment of a Director may be made if it would
result in the proportion such Director bears to the total number of Directors
(excluding alternate Directors) exceeding the proportion of total Votes attaching to
the Equity Securities in the Company that are held by the Akarua Shareholder.
26.2 For such time as a Director appointed by the Akarua Shareholder in accordance with
clause 26.1 remains in office, the Akarua Shareholder may not Vote on the election
of other Directors.
26.3 The Akarua Shareholder’s right to appoint a Director pursuant to clause 26.1 is not a
right attaching to its Shares, and may not be assigned or transferred by it (except to
a new Akarua Shareholder) without the Company’s prior written consent.
27 Rotation of Directors
27.1 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).
27.2 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).
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.

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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 dies;
30.2 (other than a Director appointed pursuant to clause 26.1) is absent from 3
consecutive meetings of the Board without leave being granted by a
resolution of the Board and the Board resolves that the Director has vacated
office;
30.3 becomes disqualified from being a director pursuant to the Act; or
30.4 retires from office and is not re-elected.
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 all 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.
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 email or any similar means of communication
(including PDF counterparts), 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

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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 (other than a Director
appointed under clause 26.1) from that office. An alternate Director for a Director
appointed under clause 26.1 may attend meetings of the Board as an observer if
that Director attends the relevant meeting (but, in that circumstance, the alternate
Director may not vote or participate in the business of the meeting).
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 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.
41 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.
42 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

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the Board, whose signature must be witnessed, or as otherwise permitted by the
Act.
43 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:
43.1 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
43.2 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.
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.

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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
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.

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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
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 the first schedule to 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.
QUORUM
2 Quorum for shareholders’ meeting
A quorum for a meeting of shareholders is present if 3 or more shareholders are
present having the right to vote at the meeting.
CHAIRPERSON
3 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.
4 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.
5 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.
6 Chairperson’s power to adjourn meeting
The chairperson of a meeting at which a quorum is present:
6.1 may adjourn the meeting with the consent of the shareholders present who
are entitled to attend and vote at that meeting; and
6.2 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.
7 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

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chairperson may exercise this power without the consent of the meeting and without
giving reasons.
8 Dissolved meetings - unfinished business
If the chairperson proposes to dissolve a meeting pursuant to clause 7, 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
9 Chairperson not allowed casting vote
In the case of an equality of votes, whether on a show of hands, voice vote or on a
poll, the chairperson does not have a casting vote.
POLLS
10 Voting at meetings to be by poll
As required by the Rules, all voting at meetings of shareholders must be conducted
by a poll.
11 Time at which polls to be taken
A poll demanded on the election of a chairperson of a meeting or on a question of
adjournment must be taken immediately. A poll demanded 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
demanded pending the taking of the poll.
12 Declaration of poll result
12.1 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.
12.2 The result of a poll declared by the chairperson of the meeting will be treated as the
resolution of the meeting at which the poll was demanded on the issue for which the
poll was taken.
PROXIES
13 Form of notice of proxy
13.1 A notice appointing a proxy shall be in such form as the Board may direct.
14 Vote by proxy valid where no notification before meeting of disqualified
proxy
Where:
14.1 the shareholder has died or become incapacitated; or
14.2 the proxy, or the authority under which the proxy was executed, has been
revoked; or
14.3 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
15 Postal votes permitted at Board’s option
15.1 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.
OTHER PROCEEDINGS
16 Chairperson may regulate other proceedings
Except as provided in the first schedule to 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 the
matters to be discussed.
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 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.
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

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18
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 a majority of the 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/the same
day in the following week 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.
12 Chairperson does not have a casting vote
The chairperson of the Board does not have a casting vote.
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.

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FOURTH SCHEDULE: OWNERSHIP RESTRICTIONS
INTERPRETATION
1 Definitions
In this Schedule, unless the context otherwise requires:
Affected Shares means any Shares held by a Shareholder that the Board has
determined are “Affected Shares” under clause 8.1 because (in the opinion of the
Board):
(a) the receipt by the Shareholder of those Shares; or
(b) any matter which has arisen since the receipt by the Shareholder of those
Shares and Concerns those Shares and/or that Shareholder,
has resulted in the Company Breaching the Overseas Ownership Threshold (and,
where that Shareholder holds more Shares of the relevant class than the number
determined to be Affected Shares, means the number of such Shares which the
Board considers to be the number of Affected Shares held by that Shareholder) –
but shall not include any such Shares:
(c) which have been transferred to a Non-Overseas Person in accordance with
clause 9.1(b) or 9.2(b); or
(d) in respect of which the relevant notice given by the Board under clause 8.4 is
withdrawn;
associate has the meaning given to that term in the Overseas Investment Act (and
includes any replacement term to similar effect or meaning in that act);
Breach the Overseas Ownership Threshold means:
(a) to exceed the Overseas Ownership Threshold; or
(b) to the extent that the Company has, at the relevant time, already exceeded
the Overseas Ownership Threshold, to exceed the Overseas Ownership
Threshold to a greater extent,
and Breached the Overseas Ownership Threshold has a corresponding meaning;
Final Notice Recipient has the meaning given to that term in clause 8.1;
Inadequate Discloser has the meaning given in clause 7.1;
Initial Notice Recipient has the meaning given to that term in clause 7;
Legislative Limit means the maximum aggregate percentage of Shares that can be
owned or controlled by an Overseas Person or all Overseas Persons (together with
their respective associates) without the Company itself being an Overseas Person;
Non-Overseas Person means any person that is not an Overseas Person;

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Overseas Investment Act means the Overseas Investment Act 2005 and all
regulations under it, and includes any replacement or successor legislation and
regulations under it;
Overseas Ownership Threshold means 90% of any relevant Legislative Limit, or any
such higher percentage (which, to avoid doubt, may exceed 100% - for example, in
the event of a relevant regulatory exemption applying to the Company) as may be
determined by the Board from time to time for so long as that determination
remains in effect;
Overseas Person has the meaning given to that term in the Overseas Investment Act
(and includes any replacement term to similar effect or meaning in that act);
Proposed Recipient has the meaning given to that term in clause 3.2;
Representations has the meaning given to that term in clause 7.6;
Required Disclosure has the meaning given to that term in clause 3; and
Shareholder means the registered holder of any Shares.
2 Construction
In this Schedule, unless the context requires otherwise:
2.1 information “Concerns”:
(a) a Shareholder if it relates, directly or indirectly, and in any way
whatsoever, to any matter which has or may have the effect of
meaning that that Shareholder is an Overseas Person or an associate of
an Overseas Person;
(b) any Share if it relates, directly or indirectly, and in any way
whatsoever, to any matter which has or may have the effect of
meaning that that Share is held by an Overseas Person or an associate
of an Overseas Person;
2.2 Shares shall be deemed to be held by an Overseas Person if held by an
associate of an Overseas Person (and any such associate shall be deemed to
be an Overseas Person to the extent of that holding);
2.3 capitalised terms which are not otherwise defined in this Schedule have the
meanings given to them in the constitution of which this Schedule forms part;
and
2.4 a reference to a clause is reference to a clause in this Schedule.
POWER TO REQUIRE DISCLOSURE
3 Registered holders to provide information
The Board may, by notice in writing, require:
3.1 any Shareholder; or
3.2 any proposed recipient of Shares (whether intended to receive Shares by way
of transfer, transmission, operation of law or issue) (Proposed Recipient),

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to lodge with the Company within 15 working days of the date of the notice a
statutory declaration (or other disclosure or documentary evidence as may be
required by the Board) giving such information Concerning the Shareholder and/or
any Shares held by that Shareholder as the Board may require for the purposes of
determining whether circumstances have arisen which may entitle it to exercise,
and/or whether to exercise, its powers under this Schedule (Required Disclosure).
The information that the Board may request be disclosed in a Required Disclosure
includes (but is not limited to):
3.3 the number and class of Shares of which the:
(a) Shareholder is the registered holder; or
(b) Proposed Recipient will, if the relevant Shares are registered in the
Proposed Recipient’s name, become the registered holder,
as applicable;
3.4 whether (and, if so, why) the Shareholder or Proposed Recipient (as
applicable) is, or is reasonably likely to become (for any reason whatsoever),
an Overseas Person or an associate of an Overseas Person; and
3.5 such other information as the Board may require for the purposes of
determining whether to exercise powers under this Schedule.
4 Disclosure register
The Company must:
4.1 keep a register containing all information obtained by it from notices,
statutory declarations and other documentary evidence provided to it under
clause 3; and
4.2 ensure that the information stored in the register referred to in clause 4.1 is
kept confidential to:
(a) the Company (and its Directors, officers, employees, agents and
advisers); and
(b) any person nominated by the Board for the purposes of maintaining the
register or exercising any of the Board’s or the Company’s powers
under this Schedule.
REFUSAL TO REGISTER SHARE TRANSFERS
5 Power to refuse to register
In addition to any other grounds the Board may have (whether under this
constitution or otherwise) for declining to register any transfer of Shares, the Board
may decline to register a transfer of Shares:
5.1 if the Board has required the Proposed Recipient under clause 3 to lodge a
Required Disclosure with the Company and that Required Disclosure has:
(a) not been received by the Company from the Proposed Recipient within
15 working days of the date of the notice; or

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22
(b) been received by the Company but has not been completed to the
satisfaction of the Board or, in the opinion of the Board, is or may be
materially incorrect or misleading or otherwise unsatisfactory; or
5.2 if the Board knows or believes that the transfer of those Shares to the
Proposed Recipient will or is likely to cause the Company to Breach the
Overseas Ownership Threshold,
and the Board resolves to exercise its powers under this clause within 30 working
days after receipt or presentation of the relevant transfer. Notice of the resolution
must be sent to the transferor and to the transferee within five working days of it
being passed.
6 Registration of transfer not to affect rights of the Board
The registration of any transfer will not prejudice or affect in any way the provisions
of, or the powers exercisable after such registration by the Board or the Company
under, this Schedule (whether in respect of the transferred Shares or otherwise).
AFFECTED SHARES
7 Notification that Shares may be Affected Shares
Where:
7.1 a Shareholder has not lodged a Required Disclosure with the Company within
the 15 working day period specified in clause 3 or that Required Disclosure
has been received by the Company but has not been completed to the
satisfaction of the Board or in the opinion of the Board is or may be materially
incorrect or misleading or otherwise unsatisfactory (that Shareholder being an
Inadequate Discloser); or
7.2 the Board is of the opinion that any Required Disclosure provided to the
Company by, and/or any other information held by or known to the Board
which Concerns, a Shareholder (a Relevant Shareholder) or any Shares held
by that Shareholder, indicates that the Company has Breached the Overseas
Ownership Threshold,
the Company may give notice in writing to the relevant Shareholder (an Initial
Notice Recipient), notifying the Initial Notice Recipient:
7.3 that the Board is (and summarising the Board’s reasons for) considering
whether it should determine that Shares held by that Initial Notice Recipient
are Affected Shares;
7.4 of the number of Shares in each class of Shares held by that Initial Notice
Recipient that the Board is considering whether to determine to be Affected
Shares;
7.5 that, in the event that the Board determines that any such Shares are
Affected Shares:
(a) some or all voting rights attaching to the Affected Shares may be
immediately suspended; and
(b) the Initial Notice Recipient will be required to dispose of those Affected
Shares to a Non-Overseas Person within 20 working days, failing which

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the Board may dispose of those Shares on behalf of the Initial Notice
Recipient; and
7.6 that the Initial Notice Recipient may make representations in writing to the
Company as to the matters set out in the notice within 15 working days of the
date of that notice (Representations).
8 Determination of Affected Shares
8.1 Within:
(a) 45 working days of the date of a notice given by the Company under
clause 7 (if no Representations are received by the Company within the
time referred to in clause 7.6); or
(b) 30 working days of receiving any Representations in writing pursuant to
clause 7.6,
whichever is the later, the Board may determine whether any Shares held by the
Shareholder given notice by the Company under clause 7 (Final Notice Recipient) are
“Affected Shares”.
8.2 If a Shareholder is an Inadequate Discloser, the Board may for all purposes of
this Schedule deem the Shareholder to have become an Overseas Person or
an associate of an Overseas Person on the date of the notice sent to that
Shareholder under clause 3 requiring the relevant Required Disclosure, unless
and until the Board determines that the Shareholder was not an Overseas
Person on that date.
8.3 The determination of the Board under clause 8.1, including any determination
whether to consider any Representations from the Final Notice Recipient and
the weight to be placed on the same, is binding on the Final Notice Recipient
and not subject to challenge, appeal or review. In making its determination,
the Board may take into account such evidence or other information as it
considers appropriate.
8.4 The Company must promptly give notice in writing to the Final Notice
Recipient following any determination made by the Board under this clause,
indicating:
(a) whether the Board has determined that any of the Shares held by that
Final Notice Recipient are Affected Shares; and
(b) if so, the number of Shares in each class of Shares held by that Final
Notice Recipient that the Board has determined are Affected Shares.
8.5 A determination of the Board under clause 8.1 that some or all of the Shares
held by a Final Notice Recipient are or are not Affected Shares does not
prevent the Board from subsequently making a different determination as to
whether any such Shares are Affected Shares, or that any other Shares are
also Affected Shares.
9 Suspension of rights attaching to, and disposal of, Affected Shares
9.1 If the Board makes a determination under clause 8 that Shares are Affected
Shares, the Shareholder of those Affected Shares:

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(a) if so notified in that notice, will not (unless the notice given by the
Board under clause 8 is withdrawn) be entitled to exercise the votes
attached to those Affected Shares at any meeting of Shareholders
(including at any meeting of an interest group or a class of
Shareholders) and any such vote cast at any such meeting shall be
disregarded, provided that nothing in this clause 9.1 shall prevent any
the Shareholder attending any such meeting; and
(b) must (unless the notice given by the Board under clause 8 is
withdrawn), within 20 working days, ensure that the Affected Shares
are disposed of to a Non Overseas Person.
9.2 If the Board is not satisfied that:
(a) such a disposal of Affected Shares has been made; or
(b) a disposal of Affected Shares was made to a Non Overseas Person,
the Company may sell the Affected Shares on behalf of the Shareholder (or any
person who or which the Board does not consider to be a Non-Overseas Person and
who or which has acquired them) to a Non-Overseas Person. The Company may
only sell Affected Shares pursuant to this clause 9.2 in a manner first approved by
NZX.
10 Validity of resolutions etc unaffected
Notwithstanding clause 9.1(a), no resolution of, or proceeding at, a meeting of
Shareholders (or of the holders of Shares in a class or interest group) shall be
invalid on the grounds that:
10.1 a Shareholder who holds Affected Shares cast a vote in breach of clause
9.1(a), provided any such vote was counted by (or on behalf of) the Company
in good faith and without actual knowledge at the time of the vote that it was
cast in contravention of that clause; or
10.2 a Shareholder was prohibited from casting a vote or votes in respect of any
Shares because the Board had determined in accordance with clause 8.1 that
those Shares were Affected Shares in circumstances where the Board
subsequently withdraws the notice given by the Board under clause 8 on the
basis that the Board no longer considers that the Shares to which the notice
applied are or may be Affected Shares.
11 Appointment of Company as agent
11.1 For the purposes of clause 9, a Shareholder holding any Affected Shares (for
the avoidance of doubt, including any Overseas Person who or which acquires
Affected Shares from a former Shareholder required to dispose of those
Affected Shares under clause 9.1(b)) will be deemed to have appointed, and
does hereby irrevocably appoint, the Company as its agent with full authority
to act (and the Company shall have full authority to act) on its behalf in
relation to the sale of the Affected Shares and to sign all documents relating
to such sale and transfer of the Affected Shares (including any instrument of
share transfer) and the Board may register a transfer of the Affected Shares
so sold, whether or not the transfer has been properly completed and whether
or not it is accompanied by the certificates (if any) for the Affected Shares.

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11.2 Any person transferred such Shares will not be bound to see to the application
of the purchase money, nor will his, her or its title to the Shares be affected
by any irregularity or invalidity in the proceedings relating to the sale of those
Shares.
11.3 The net proceeds of sale, after deduction of any brokerage, other costs of sale
and other costs incurred by the Company in connection with the sale
(including, for the avoidance of doubt, all costs reasonably incurred by the
Company or the Board in investigating whether such Shares should be treated
as Affected Shares, or otherwise in relation to the exercise of its powers under
this Schedule in relation (directly or indirectly) to those Affected Shares), will
be held on trust by the Company for, and be paid (together with interest at
such rate (if any) as the Board considers appropriate) to, the Shareholder
who or which held them immediately prior to their sale on surrender by that
(former) Shareholder of the certificate (if any) for the Affected Shares and
otherwise as soon as reasonably practicable after the sale has been settled.
12 Withdrawal or amendment of notice
12.1 If the Board considers that any notice issued by the Company under clause 7
or 8 should be withdrawn (because it no longer believes that the Shares to
which the notice applied are or may be (as the case may be) Affected Shares)
or amended, it may do so, and must give notice of the withdrawal or
amendment to the Shareholder of the relevant Shares.
12.2 In the event that the Board, in accordance with clause 12.1, amends any
notice that it has previously issued under clause 7 or 8, the time limit within
which that Shareholder may provide Representations to the Company or must
dispose of Affected Shares (as applicable) shall commence from the date of
the amended notice (and not the date of the original notice given under
clause 7 or 8 (as applicable)).
13 No liability
Subject to the obligation of the Company under clause 11.3 to pay the net proceeds
from the sale of Affected Shares to the relevant former Shareholder, to the
maximum extent permitted by law neither the Company, nor any Director, officer,
employee, agent or adviser of the Company, shall have any liability of any nature to
any person (including any registered holder of any Shares) for or in relation (directly
or indirectly) or connection with the exercise or purported exercise of any of the
powers under this Schedule or otherwise in connection with the provisions of this
Schedule.
TERMS OF ISSUE OF OTHER SHARES
14 If the Company issues Shares then the Board must ensure that the terms of issue of
those Shares include or otherwise incorporate clauses 1 to 13 (inclusive), with such
amendments as may be necessary to reflect the nature of the relevant Shares.
GENERAL
15 Notices
15.1 A notice required to be given to a person under this Schedule may be given in
any manner set out in section 391 of the Act.
15.2 The absence of such a notice in such circumstances, and any accidental error
in or failure to give any notice to any person to whom notice is required to be

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given under this Schedule will not prevent the implementation of or invalidate
any procedure under this Schedule.
16 Decisions final, conclusive and binding
Any resolution or determination of, or decision or declaration or exercise of any
discretion or power by, the Company or the Board under or pursuant to this
Schedule is to be final and conclusive; and any disposal or transfer made, or other
thing done, by or on behalf of, or on the authority of, the Company or the Board
pursuant to this Schedule is to be conclusive and binding on all persons concerned
therein and is not open to challenge, appeal or review, whether as to its validity or
otherwise on any ground whatsoever.
17 Certificate conclusive
A certificate signed by a Director and countersigned by a second Director that a
power of sale under clause 10 has arisen and is exercisable by the Board, or that a
Share has been duly transferred under clause 10 on the date stated therein, is
conclusive evidence of the facts stated therein.