Explanatory note

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

This notice comes into force on 7 April 2000 and expires on 7 April 2005.

Ford has established and promotes 2 share purchase programs for employees and ex-employees respectively. Ford appoints an administrator to oversee and administer the programs. Ford assists the administrator to make offers under the programs (by establishing and marketing the scheme and paying brokerage and administration costs) to Ford’s employees or ex-employees in New Zealand (and elsewhere).

Although the shares in Ford traded through the programs are previously allotted, the Securities Act 1978 may still apply to offers of these shares if the original allotter (Ford) advises, encourages, or knowingly assists the holder (the administrator) to make the offers and corresponding sales. Section 6(3) of the Act applies in such circumstances.

The notice exempts Ford, and the administrator of the programs, from the prospectus and investment statement requirements and various other requirements of the Securities Act 1978 and the Securities Regulations 1983.

The exemption applies to offers by the administrator under the programs of listed shares and common stock in Ford (and options over such shares and stock) to employees and ex-employees of Ford in New Zealand.

The exemption is subject to a condition requiring Ford to send copies of the terms of the programs and Ford’s most recent annual report to participants before they subscribe.