Air New Zealand 2014 Annual Report Download - page 77

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3. The Board must decline to register a transfer of Equity Securities if it is aware that the Equity Securities have been transferred in
contravention of the provisions referred to in (1) or (2) above.
4. The Board has other powers to decline to register a transfer of Shares, including in cases where the Board is of the opinion that
the Shares would become, or be capable of being treated as, Affected Equity Securities.
5. Section 10 of the Company’s Constitution confers powers on the Board (and the Kiwi Shareholder) to treat Equity Securities as
Affected Equity Securities in certain circumstances. In general terms those powers arise if the Board considers that it is necessary
to treat any Equity Securities as Affected Equity Securities to protect the Company’s international airline operating rights. Where
Equity Securities are treated as Affected Equity Securities the Voting Rights attaching to them may be suspended and the
registered holder may be required to dispose of them.
THE฀ TAKEOVERS฀ CODE
The powers of the Board outlined above in relation to limiting acquisitions of its securities are in addition to the requirements of the
New Zealand Takeovers Code. The Takeovers Code contains the following rules regulating acquisitions of substantial holdings.
The Takeovers Code creates a general rule under which the acquisition of 20 percent or more of the voting rights in the Company or
the increase of an existing holding of 20 percent or more of the voting rights in the Company can only occur in certain permitted ways.
These include a full takeover offer in accordance with the Takeovers Code, a partial takeover offer in accordance with the Takeovers
Code, an acquisition approved by an ordinary resolution, an allotment approved by an ordinary resolution, a creeping acquisition
(in฀certain฀circumstances)฀or฀compulsory฀acquisition฀if฀a฀shareholder฀holds฀90%฀or฀more฀of฀the฀voting฀rights฀in฀the฀Company.
CORPORATIONS฀ACT฀2001฀(AUSTRALIA)
The Company is not subject to Chapters 6, 6A, 6B and 6C of the Corporations Act dealing with the acquisition of shares (such as
substantial holdings and takeovers).
GENERAL INFORMATION (CONTINUED)
AIR NEW ZEALAND ANNUAL FINANCIAL REVIEW 2014 75