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AIR NEW ZEALAND GROUP
64
Australian฀ Stock฀ Exchange
When Air New Zealand fully listed on the ASX in July 2002, it undertook to include the following information in its Annual Report.
Limitations฀ on฀ the฀ Acquisition฀ of฀ Securities
Constitution
The limitations on the acquisition of securities imposed by the Company’s Constitution are summarised below (capitalised terms are defined
either in the Constitution or the Takeovers Code2):
1. Under clause 3.3 of the Constitution any person that owns or operates an airline business and any of its Associated Persons may not hold or
have฀ an฀ Interest฀ in฀ any฀ Equity฀ Security฀ unless฀ the฀ prior฀ written฀ consent฀ of฀ the฀ Kiwi฀ Shareholder฀ has฀ been฀ obtained.
2.฀ Under฀ clause฀ 3.4฀ of฀ the฀ Constitution฀ any฀ non-New฀ Zealand฀ National฀ must฀ obtain฀ the฀ prior฀ written฀ consent฀ of฀ the฀ Kiwi฀ Shareholder฀ to฀ hold฀ or฀
have an interest in 10 percent or more of the total Voting Rights in the Company.
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 more than 20 percent 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)
2. The Takeovers Code approved by the Takeovers Code Approval Order 2000 (SR2000/210).