In a prominent place, the date as at which ORR's statement is prepared.

A statement in the following form (to be set out at the front of ORR's statement):

“IMPORTANT INFORMATION

(The information in this section is required under the Securities Act (One Riccarton Road Limited) Exemption Notice 2007 (being a notice given under the Securities Act 1978).) Investment decisions are very important. They often have long-term consequences. Read all documents carefully. Ask questions. Seek advice before committing yourself.

Warning

This offer is exempt under the Securities Act (One Riccarton Road Limited) Exemption Notice 2007 from the legal requirement to register a prospectus for this scheme and to appoint an independent supervisor to monitor the interests of subscribers. Your attention is drawn to the absence of these statutory protections.

Choosing an investment

When deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below:

What sort of investment is this?

Who is involved in providing it for me?

How much do I pay?

What are the charges?

What returns will I get?

What are my risks?

Can the investment be altered?

How do I cash in my investment?

Who do I contact with inquiries about my investment?

Is there anyone to whom I can complain if I have problems with the investment?

What other information can I obtain about this investment?

Engaging an investment adviser

An investment adviser must give you a written statement that contains information about the adviser and his or her ability to give advice. You are strongly encouraged to read that document and consider the information in it when deciding whether or not to engage an adviser.

Tell the adviser what the purpose of your investment is. This is important because different investments are suitable for different purposes, and carry different levels of risk.

The written statement should contain important information about the adviser, including—

• relevant experience and qualifications, and whether dispute resolution facilities are available to you; and

• what types of investments the adviser gives advice about; and

• whether the advice is limited to investments offered by 1 or more particular financial institutions; and

• information that may be relevant to the adviser's character, including certain criminal convictions, bankruptcy, any adverse findings by a court against the adviser in a professional capacity, and whether the adviser has been expelled from, or prohibited from joining, a professional body; and

• any relationships likely to give rise to a conflict of interest.

The adviser must also tell you about fees and remuneration before giving you advice about an investment. The information about fees and remuneration must include—

• the nature and level of the fees you will be charged for receiving the advice; and

• whether the adviser will or may receive a commission or other benefit from advising you.

An investment adviser commits an offence if he or she does not provide you with the information required.

A description of the proportionate ownership scheme, the interests in the proportionate ownership scheme being offered, and how long the scheme has been in operation.

A description of the units on the unit plan to be purchased in accordance with the proportionate ownership scheme and a statement that other units shown on the unit plan may subsequently be included in the proportionate ownership scheme if the owners of those units wish to join the scheme.

Material details of the contracts relating to the buildings or improvements proposed by ORR in respect of the units on the unit plan and the common property shown on the unit plan.

A description of any covenants, conditions, restrictions, and easements in respect of the units on the unit plan (whether or not they are registered on the certificates of title for the units) and the common property shown on the unit plan.

A description of any option, buyback, or similar arrangement, and of any rental guarantees in relation to the units on the unit plan.

Any material matters referred to in a land information memorandum under section 44A of the Local Government Official Information and Meetings Act 1987 that have been referred to the independent registered valuer for the purposes of the valuation report referred to in clauses 6(g) and 7(3)(d) of this notice, and a description of those matters.

(1) Material details concerning any rights of occupation to which the units on the unit plan are subject, whether by lease, licence, or otherwise, including—

• (a) the term of the agreement; and

• (b) any rights of renewal; and

• (c) any rent reviews; and

• (d) the financial standing of tenants or occupiers; and

• (e) any guarantees or other special provisions.

(2) A statement—

• (a) of the place where copies of any agreement relating to those rights of occupation may be inspected free of charge; and

• (b) indicating whether or not any existing occupant of a unit on the unit plan has failed to meet any material obligations under the terms of any agreement that confers a right of occupation.

The names and addresses of the following persons associated with the proportionate ownership scheme and a description of their role in the scheme:

• (a) ORR and its directors; and

• (b) the manager of the scheme and, if that person was not the person first appointed as the manager of the scheme, the person first appointed as the manager of the scheme; and

• (c) the solicitors referred to in clause 6(e) of this notice; and

• (d) the sales organisation (if any) through which the offer of specified participatory securities is to be made to the subscribers; and

• (e) the names and addresses of any promoters.

The qualifications and experience of the manager of the proportionate ownership scheme.

(1) Material details of any management agreement that has been, or is proposed to be, entered into for the management of the units on the unit plan, including—

• (a) the term of the agreement; and

• (b) the management fee; and

• (c) the procedures for making decisions that may affect the interests of subscribers for specified participatory securities.

(2) A statement of the place where copies of the management agreement may be inspected free of charge.

(1) This clause applies if ORR, the manager of the proportionate ownership scheme, any promoter of the proportionate ownership scheme, or any shareholder, director, or employee of ORR or of the manager or of the promoter—

• (a) is a party to, or will or may derive a material financial benefit from, any transaction relating to the proportionate ownership scheme or the units on the unit plan; or

• (b) has a material financial interest in another party to, or a person who will or may derive a material financial benefit from, any transaction relating to the proportionate ownership scheme or the units on the unit plan; or

• (c) is a director, officer, or trustee of another party to, or a person who will or may derive a material financial benefit from, any transaction relating to the proportionate ownership scheme or the units on the unit plan; or

• (d) is the parent, child, spouse, civil union partner, or de facto partner of another party to, or a person who will or may derive a material financial benefit from, any transaction relating to the proportionate ownership scheme or the units on the unit plan; or

• (e) is otherwise directly or indirectly materially interested in any transaction relating to the proportionate ownership scheme or the units on the unit plan.

(2) The following information if this clause applies:

• (a) the names of the parties to the transaction and the date of the transaction; and

• (b) a brief description of the material terms of the transaction; and

• (c) the nature of the interest in the transaction.

The purchase price to be paid by a subscriber for his or her or its unit on the unit plan.

(1) A statement as to which of the following types of charges are or may be payable to ORR or a promoter, to an associated person of ORR or of a promoter, or to the proportionate ownership scheme by a subscriber (whether directly or indirectly, including by deduction):

• (a) entry charges:

• (b) trustee, administration, or management charges:

• (c) expenses or overhead charges:

• (d) charges or expenses relating to goods or services that the subscriber is required to obtain:

• (e) early termination charges:

• (f) switching or sale charges (including the difference between any buying and selling prices for the securities):

• (g) alteration charges:

• (h) other charges.

(2) A statement as to which of the types of charges specified in subclause (1) are or may be payable by ORR, or from the proportionate ownership scheme, to a promoter or administration manager or investment manager, or to an associated person of ORR or of the promoter or of the administration manager or of the investment manager, being charges that will or may affect the amount of the returns to subscribers.

(3) A brief description of any practices of ORR or any associated person of ORR in relation to charges that will or may affect the amount of the returns to subscribers.

(4) A brief description of the rights of ORR or any other person to alter any of the charges applicable to the specified participatory securities.

(1) If a charge, or the minimum or maximum amount of a charge, referred to in clause 15(1) can, at the date of ORR's statement, be expressed as a dollar amount (or as a percentage of another dollar amount), a statement of the dollar amount (or of the percentage and a description of the other dollar amount).

(2) If a charge, or the minimum or maximum amount of a charge, referred to in clause 15(1) cannot, at the date of ORR's statement, be expressed as a dollar amount (or as a percentage of another dollar amount), a statement describing how the charge will be calculated and what procedure is available to the subscriber to ascertain the amount at the time of, and following, the subscription.

The remuneration and other benefits ORR or any associated person of ORR will receive in connection with the proportionate ownership scheme and the manner in which this remuneration and other benefits are to be paid or provided.

Material details concerning the manner in which all income and expenses relating to the proportionate ownership scheme are to be accounted for and the basis upon which profits are to be distributed.

(1) This clause applies if prospective financial information in respect of the proportionate ownership scheme is set out in ORR's statement.

(2) If this clause applies, prospective financial statements in respect of the proportionate ownership scheme for the first accounting period of 1 year commencing on or after the date of ORR's statement that—

• (a) comprise statements of financial position, financial performance, and cash flows; and

• (b) accord with generally accepted accounting practice; and

• (c) have been reviewed by a member of the New Zealand Institute of Chartered Accountants.

A description and, if practicable, quantification of all liabilities (including contingent liabilities) that a subscriber for specified participatory securities will or may incur as a holder of specified participatory securities.

A brief description of any right of a subscriber, ORR, or any other person to alter the terms of a subscriber's interest in the proportionate ownership scheme.

A brief description of any right of ORR, a subscriber, or any other person to terminate a subscriber's interest in the proportionate ownership scheme.

(1) A statement as to whether or not a subscriber is entitled to sell his or her or its interest in the proportionate ownership scheme to another person and, if so, whether in the opinion of ORR there is an established market for those sales.

(2) If any charges are payable by a subscriber on a sale, a brief description of those charges.

The names or descriptions of officers, employees, or agents of ORR to whom inquiries about the proportionate ownership scheme can be made, and the addresses and business telephone numbers of those people.

(1) The names or descriptions of officers, employees, or agents of ORR to whom complaints about the proportionate ownership scheme can be made, and the addresses and business telephone numbers of those people.

(2) If complaints about the proportionate ownership scheme can be made to a trustee or an industry body, a statement to this effect and the addresses and business telephone numbers of those people.

(3) A statement as to whether or not complaints about the proportionate ownership scheme can be made to an ombudsman and, if so, the address and business telephone number of the ombudsman.

A statement of the type of information (if any) that is required to be, or otherwise will be, given annually to subscribers by ORR.

A statement—

• (a) describing the type of information that is required to be, or otherwise will be, available on request from ORR; and

• (b) explaining how the request should be made; and

• (c) indicating whether any charge may be made for that information and the amount of the charge.

Any other information that would be material to a prospective subscriber's decision to invest in the proportionate ownership scheme.

The name and address of the registered valuer and a brief description of that registered valuer's qualifications.

A statement that the valuation report is made by the registered valuer as an independent registered valuer.

A statement that the registered valuer is making the valuation report for the purposes of the proportionate ownership scheme and for use by prospective subscribers for specified participatory securities.

A description of the units on the unit plan that form part of the proportionate ownership scheme at the date of the registered valuer's report (the relevant units), including where they are situated on the unit plan, and confirmation that the registered valuer has inspected—

• (a) the buildings and improvements on the relevant units; and

• (b) the plans and specifications of the new buildings and improvements that are proposed by ORR in respect of the relevant units.

A list of any covenants, conditions, restrictions, easements, and any other estates or interests that appear on the certificates of title in respect of the relevant units as at the date of the registered valuer's report.

The present use of the relevant units.

(1) The nature of any regional or district plan rules, existing use rights, resource consents, or other statutory requirements relating to the relevant units.

(2) Whether or not the intended use of the relevant units for the purposes of the proportionate ownership scheme complies with the rules, rights, consents, or other statutory requirements referred to in subclause (1).

The rateable value (if any) of each of the relevant units.

(1) Current rental payable for each relevant unit, or a description of factors used to calculate rent.

(2) Other material matters concerning any leasehold interests or tenancy arrangements.

The opinion of the registered valuer as to the capital value of each of the relevant units, free of charges, and the date of, and basis for, that capital value.

The basis upon which the registered valuer's valuation of the relevant units is made and any assumptions used in making the valuation, including any matters referred to the valuer under clause 8 of Schedule 1.

The amount of income that each of the relevant units can reasonably be expected to produce on an annual basis under the conditions prevailing at the date of the registered valuer's report.

Any other matters concerning the relevant units that the registered valuer considers to be material according to the standards usually applied by registered valuers in conducting valuations of real property.

A statement that the registered valuer has consented to the distribution of the registered valuer's report to prospective subscribers for specified participatory securities and that, as at the date of the report, the registered valuer has not withdrawn that consent.