EastPack Limited

(a) The Company will operate an electronic market (“Market”) for the sale and purchase of shares in the Company.

(b) Any person who wishes to buy or sell shares traded on the Market will, by placing an order with the Company in accordance with clause 3, empower the Company to act as his/her agent for that purpose.

(c) The Company has engaged Computershare Investor Services Limited (Computershare) as its service provider to assist the Company to operate the Market.

2. Hours of Operation
 

The market will be open for the trading of shares between the hours of 9.00am and 3.00pm, Monday to Friday, with the exception of national and local public holidays. The Company may at any time change the hours of operation or suspend or stop the operation of the market.

3. Placing Orders to Buy or Sell Shares
 

(a) Orders to buy or sell shares (“Order” or “Orders”) shall be received by the Company during the hours of operation set out in clause 2 by telephone only. These telephone calls may be recorded.

(b) The Company may at their discretion fulfil an Order or Orders in part. For the purposes of these terms and conditions the term Order or Orders shall include an Order to buy or sell shares in part. Each fulfilment of an Order in part shall constitute a separate contract of sale and purchase.

(c) By giving an Order to the Company, which is accepted by the Company, the intending vendor or intending purchaser shall appoint the Company as their agent to sell or buy shares in accordance with the Order/s given.

(d) The Company may refuse to accept any Order and may cancel the contract of agency at any time by giving written notice to the intending vendor or intending purchaser.

(e) Any person from whom the Company has accepted an Order may, by written notice to the Company, revoke that Order at any time before a contract or sale and purchase of shares is made in respect of the Order in accordance with clause 4.

(f) Any Order which has not become subject to a contract of sale and purchase of shares in accordance with clause 4 within 30 days after its acceptance by the Company shall be deemed to have been revoked by the person who placed the order. The Company will notify, by telephone or in writing, any intending vendor and purchaser whose Order has been deemed to have been revoked in accordance with this clause.

4. Contracts to Buy and Sell Shares
 

(a) A contract of sale and purchase of shares shall be formed between an intending vendor and an intending purchaser when the Company matches an Order for the sale of shares with an Order for the purchase of shares. For the avoidance of doubt, other than in circumstances set out in clause 4(b), there are no circumstances relating to the operation of the Market in which the Company (or Computershare) are obliged to purchase any shares from an intending vendor or sell any shares to an intending purchaser.

(b) The Company may, subject to the Companies Act 1993, or Computershare may, elect in writing to buy and sell the balance of a parcel of shares for sale or purchase on its own account to facilitate the operation of the market.

(c) Where the Company or Computershare exercises its power to buy or sell shares under (b) of this clause 4, it shall buy or sell such share/s only at the same price per share as the last transaction completed on the Market concerning shares in the capital of the same company.

5. Procedure following Sale and Purchase
 

(a) Following the information of a contract of sale and purchase of shares in accordance with clause 4(a) or (b) (“Sale Contract”):
 

(i) The Company through its service provider Computershare will send a Buy/Sell Transaction Record Form (“Transaction Record Form”) to each of the vendor (“Vendor”) and the purchaser (“Purchaser”) of the shares subject to the Sale Contract. The Transaction Record Form shall in the case of the vendor include the Memorandum of Transfer;

(ii) The Transaction Record Form shall contain (inter alia) details of the number of shares sold the price at which the Sale Contract has been completed, the fee payable to the Company by the Seller for the completion of the Sale Contract and the total amount payable by the Purchaser;

(iii) The Purchaser shall return to the Company within 5 business days of its despatch by the Company the completed Transaction Record Form together with a New Zealand currency cheque or direct credit payment for the amount payable comprising the purchase price of the shares subject to the Sale Contract and the Company’s fee for the transaction;

(iv) The Vendor shall return to the Company within 5 business days of its dispatch by the Company the completed Transaction Record Form together with the share certificate/s (if any) for the shares subject to the Sale Contract provided that the Vendor shall not be obliged to forward a certificate where such a share certificate has already been forwarded in relation to a previous Sale Contract;

(v) The Company will bank the cheque or process the direct credit payment received from the Purchaser in respect of the Sale Contract and is entitled to immediately deduct its fee payable by the Purchaser regardless of whether or not the Sale Contract is completed in accordance with its terms.

(b) Upon:
 

(i) All of the steps set out in clause 5(a) being completed within the time set out; and

(ii) the Company receiving confirmation from the receiving Bank that the Purchaser’s cheque or direct credit has been cleared the Company through its share registrar Computershare Investor Services Limited will:
 

(i) Register a transfer of the shares the subject of the Sale Contract; and

(ii) Mail to the address of the Purchaser a share certificate or a Securities Transaction Statement for the shares the subject of the Sale Contract; and

(iii) Make a direct credit payment or mail to the address of the Vendor a cheque for an amount equal to the purchase price of the shares the subject of the Sale Contract less the transaction fee due from the Vendor to the Company.

(c) The Company and its share registrar Computershare Investor Services Limited will not register a transfer of the shares which are the subject of the Sale Contract until:
 

(i) All of the steps set out in clause 5(a) above have been completed; and

(ii) Payment on the Purchaser’s cheque or a direct payment instruction for the shares has been received by the Company.

6. Default
 

(a) In the event that either:
 

(i) The Purchaser fails to complete the steps set out in clause 5(a) (iii) within the time provided after despatch of the Transaction Record Form; and/or

(ii) The Purchaser’s cheque or direct credit payment for the shares is dishonoured by the Purchaser’s bank; and/or

(iii) The Vendor fails to complete the steps set out in 5(a) within the time provided after despatch of the Transaction Record Form,

Then, notwithstanding any rights or remedies the Vendor and Purchaser may have in respect of or against each other, the Company shall not be obliged to do anything or perform any act in relation to the Sale Contract provided that the Company will refund the amount of any purchase price of the shares to a Purchaser who has complied with the steps set out in clause 5(a)(iii) and has requested that the funds be returned to it.

7. Fees
 

(a) The Vendor and the Purchaser to a Sale Contract will each be liable to pay a fee to the Company upon the formation of that contract notwithstanding any subsequent default by either the Vendor or Purchaser in respect of the Sale Contract.

(b) The amount of the fee payable by each Vendor and Purchaser in respect of each Sale Contract shall be $17.25 plus 1.725% of the total consideration payable under the Sale Contract. The Purchaser shall make payment of its fee when returning the Transaction Record Form relating to the Sale Contract to the Company. The Company shall deduct any fee payable by the Vendor to the Company from the settlement proceeds it receives from the Purchaser.

(c) The Company shall be entitled to its fee in accordance with this clause notwithstanding that any additional fee is charged by any sharebroker engaged by either the Vendor or Purchaser in relation to the transaction.

(d) The Company confirms that Computershare is authorised on its behalf to receive any fees that are due to the Company under these terms and conditions.

8. No Liability
 

(a) Subject to 8(c), no warranty or condition shall be implied against the Company by any statute, at common law or otherwise, and no variation of these terms and conditions shall be binding on the Company unless it is in writing and signed for and on behalf of all parties.

(b) Subject to 8(c) neither the Company, Computershare, nor the officers, employees, agents or advisers of the Company or Computershare make any representation, warranty, or guarantee in respect of the shares traded on the Market and in particular, but without limiting the foregoing:
 

(i) Neither the Company nor Computershare give any warranty that Orders placed with the Company will be satisfied and neither the Company nor Computershare shall be liable in any way where any Order is not satisfied;

(ii) Neither the Company nor Computershare gives any warranty that a Sale Contract will be performed or adhered to by the Vendor and Purchaser and the Company and Computershare shall not be liable in any way in respect of the partial performance or non-performance of a Sale Contract;

(iii) Neither the Company nor Computershare gives any warranty or guarantee as to the title to or ownership of the shares traded on the Market and the Company and Computershare shall not be liable in any way for any loss caused to any person in respect of title to or ownership of such shares.

(c) Except as provided in these terms and conditions, neither the Company nor Computershare shall have any further liability or responsibility to any person for any direct, or indirect or consequential injury, loss or damage whatsoever and howsoever arising.

(d) Nothing in this clause affects:

(i) Any rights or remedies which a Vendor or Purchaser to a Sale Contract may have against the other;

(ii) Any rights or remedies the Company may have, against any person who has placed an Order with the Company, or against a Purchaser or Vendor under a Sale Contract;

(iii) Any rights or remedies any person may have under the Consumer Guarantees Act 1993 relating to the trading of shares on the Market.

(e) The Company holds the benefit of this clause 8 on trust on behalf of Computershare.

9. Records of trading
 

The records of the Company or its service provider Computershare hold concerning the trading of shares on the Market shall form the indisputable record of all details of such trading.

10. Variation of Terms and Conditions
 

The Company may at any time alter these terms and conditions by notice given verbally or in writing to any party dealing with the Company.

11. Constitution and compliance
 

All Sale Contracts shall be subject to the Constitution of the Company and all applicable laws (including the Takeovers Code, and the Financial Markets Conduct Act 2013) to the extent applicable.

12. Time of the Essence
 

For the purpose of these terms and conditions time shall be of the essence in all respects.

13. Governing Law
 

These terms and conditions shall be governed by the laws of New Zealand.

14. Severability
 

If any of these terms and conditions is held by a Court to be ineffective by virtue of non-registration, illegality or otherwise, then such condition, or part of it, shall be severed from all other of these conditions without affecting the validity of enforceability of all other of these conditions or part of them.

15. Complaints
 

If the Vendor or the Purchaser is not satisfied with the service received from the Company they should contact the Company. The Company has an internal complaints process and undertake to investigate any concerns promptly and fairly. To make a complaint, contact the Company by telephone 07 573 0900 or by email shares@eastpack.co.nz.

16. Contracts (Privity) Act 1982
 

For the purposes of the Contracts (Privity) Act 1982, it is declared that the immunities and privileges conferred by clause 8 of these terms and conditions on Computershare are intended to be legally enforceable.

1 December 2015