Explanatory note

This note is not part of the notice, but is intended to indicate its general effect.

This note exempts certain persons from compliance with sections 20, 21, and 228 of the Securities Amendment Act 1988. Those sections relate to the disclosure of relevant interests in the voting securities of public issuers.

The persons exempted from compliance are the persons for the time being acting as depositary and custodians under as agreement relating to the issue of American Depositary Shares in respect of shares in Telecom Corporation of New Zealand Limited.

American Depositary Shares, which are themselves evidenced by American Depositary Receipts, are transferable instruments representing ownership of securities in countries domiciled outside the United States of America and usually represent one or more of the underlying securities. The securities in such companies are held by custodians and depositaries who hold the securities in a capacity equivalent to that of trustees and agents.

The owners and holders of American Depositary Shares remain subject to the disclosure requirements on the extent of their interest, as owners and holders of those instruments in the Company's shares.