This notice is the Takeovers Code (Just Water International Limited) Exemption Notice 2009.

(1) Clauses 5 and 6 apply to acts or omissions occurring on or after 16 July 2009.

(2) The rest of this notice applies to acts or omissions occurring on or after 9 June 2004.

This notice expires on 16 July 2014.

(1) In this notice, unless the context otherwise requires,—

(2) In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of the voting rights in Just Water.

(3) Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.

(1) Desmond George Graydon, in his capacity as one of the trustees constituting the AUT Trust Board, and the AUT Trust Board are exempted from rule 6(1) of the Code in respect of any increase in their voting control as a result of the acquisition by the AUT Trust Board of—

• (a) 1 000 000 voting securities from Heather Jeanette Falkenstein and Ian Donald Malcolm in their capacity as trustees of The Jeanette Trust; and

• (b) 1 000 000 voting securities from Anthony Edwin Falkenstein and Ian Donald Malcolm in their capacity as trustees of The Edwin Trust.

(2) Anthony Edwin Falkenstein, in his capacity as one of the trustees constituting the AUT Trust Board, is exempted from rule 6(1) of the Code in respect of any increase in his voting control as a result of the acquisition by the AUT Trust Board of 1 000 000 voting securities from Heather Jeanette Falkenstein and Ian Donald Malcolm in their capacity as trustees of The Jeanette Trust.

The exemptions in clause 5 are subject to the conditions that—

• (a) the AUT Trust has and maintains charitable purposes; and

• (b) the AUT Trust Board is, and continues to be, registered as a charitable entity under the Charities Act 2005; and

• (c) the terms of the trust deed of the AUT Trust at the time of the acquisition of the voting securities are the same in all material respects as the terms of the trust deeds of the Onehunga Trust, the Unitec Trust, and the University of Auckland Trust and the terms of the trust deed of the AUT Trust remain the same in all material respects as the terms of those trust deeds.

Ian Donald Malcolm is exempted from rule 6(1) of the Code in respect of any increase in his voting control as a result of the allotments to him of—

• (a) 44 000 voting securities on 9 June 2004; and

• (b) 27 455 voting securities on 28 November 2005; and

• (c) 24 640 voting securities on 29 November 2006; and

• (d) 38 456 voting securities on 6 December 2007.

(1) The exemption in clause 7 is subject to the conditions that—

• (a) the increases in voting control as a result of the allotments are approved by ordinary resolution of the shareholders of Just Water; and

• (b) a proposed ordinary resolution to approve the increases in voting control as a result of the allotments is put to the shareholders of Just Water for their vote—

  • (i) at the annual meeting of the shareholders held in 2009; or

  • (ii) if any special meeting of the shareholders is held before that annual meeting, at that special meeting; and

• (c) neither Ian Donald Malcolm nor any person who is his associate, or was his associate at the time of any of the allotments referred to in clause 7, vote on the proposed resolution; and

• (d) the notice of meeting containing the proposed resolution contains, or is accompanied by, the particulars referred to in subclause (2) in respect of each allotment.

(2) The following are the particulars for the purposes of subclause (1)(d):

• (a) full particulars of the voting securities that were allotted to Ian Donald Malcolm, including—

  • (i) the number of voting securities that were allotted to him; and

  • (ii) the number of voting securities that were allotted to him, expressed as a percentage of the total voting securities on issue after the allotment; and

  • (iii) the percentage of the total voting securities on issue that were held or controlled by him after the completion of the allotment; and

  • (iv) the percentage of the total voting securities on issue that were held or controlled by him and his associates, in aggregate, after the completion of the allotment; and

• (b) the consideration paid for, or attributed to, the allotment and the manner in which that consideration was determined; and

• (c) the reasons for the allotment; and

• (d) a statement to the effect that, if the increases in voting control as a result of the allotments are approved, the allotments will be permitted under an exemption from rule 6(1) of the Code; and

• (e) a statement by the directors of Just Water in relation to the likely impact on the price and on the liquidity of the voting securities if the resolution is not approved; and

• (f) a statement by the directors of Just Water—

  • (i) as to whether they recommend approval or disapproval of the allotments and their reasons; or

  • (ii) that they are unable to make, or are not making, a recommendation and their reasons; and

• (g) if any of the directors dissent from a recommendation or a statement under paragraph (f) made by the directors, or abstain from making a recommendation or a statement under paragraph (f), their names and their reasons for dissenting or abstaining.

(1) The exemption in clause 7 is subject to the further conditions that,—

• (a) not later than 5 working days after the date on which this notice is notified in the Gazette, Ian Donald Malcolm gives an undertaking to the Panel under section 31T of the Act, on the basis referred to in subclause (2), that—

  • (i) he will seek the approval of the shareholders of Just Water for the increases in his voting control as a result of the allotments—

    • (A)  at the annual meeting of shareholders held in 2009; or

    • (B) if any special meeting is held before that annual meeting, at that special meeting; and

  • (ii) he will not exercise any voting rights in respect of 134 551 voting securities until the approval of the shareholders is given; and

• (b) within 5 working days after the date on which this notice is notified in the Gazette, Ian Donald Malcolm provides an announcement to NZX, in a form approved by the Panel, explaining the circumstances and the terms of the undertaking given by him to the Panel for the purpose of that announcement being released to the securities market on which the voting securities are listed; and

• (c) Ian Donald Malcolm complies with the terms of the undertaking given by him to the Panel in accordance with paragraph (a).

(2) For the purposes of subclause (1)(a), the basis referred to is that the Panel releases Ian Donald Malcolm from the undertaking on receiving written notice from Just Water that the shareholders have approved the increases in voting control as a result of the allotments in accordance with the conditions of the exemption.

The exemption in clause 7 is subject to the further conditions that,—

• (a) not later than 5 working days after the date on which this notice is notified in the Gazette, Ian Donald Malcolm gives a further undertaking to the Panel under section 31T of the Act that if the shareholders of Just Water do not approve the increases in voting control as a result of the allotments—

  • (i) he will dispose of 134 551 voting securities, either on-market or off-market, to 1 or more persons who are not his associates, within 5 working days from the date that the shareholders of Just Water decline to approve the proposed resolution; and

  • (ii) he will not exercise any voting rights in respect 134 551 voting securities until those voting securities are disposed of in accordance with the undertaking; and

• (b) Ian Donald Malcolm complies with the terms of the undertaking given by him to the Panel in accordance with paragraph (a); and

• (c) within 48 hours of disposing of any voting securities for the purposes of the undertaking, Ian Donald Malcolm gives written notice to the Panel setting out full particulars of the disposition, including—

  • (i) the number of voting securities disposed of; and

  • (ii) the identity of the acquirer of the voting securities (if known); and

  • (iii) the consideration paid for the voting securities; and

  • (iv) the particulars of any agreement between him and the acquirer in relation to the transaction; and

• (d) within 5 working days after disposing of any voting securities for the purposes of the undertaking, Ian Donald Malcolm provides an announcement to NZX, in a form approved by the Panel, explaining the circumstances of the allotments and the terms of the undertaking given by him to the Panel for the purpose of that announcement being released to the securities market on which the voting securities are listed.

The former MELT trustees are exempted from rule 6(1) of the Code in respect of any increase in their voting control as a result of the allotment of 40 000 voting securities to them on 2 March 2006, in their capacity as the then trustees of the MELT Trust, as a result of the exercise of 40 000 Just Water options by Ian Donald Malcolm as assignor of the benefit of those options to the MELT Trust.

(1) The exemption in clause 11 is subject to the conditions that—

• (a) the increases in voting control as a result of the allotment are approved by ordinary resolution of the shareholders of Just Water; and

• (b) the proposed resolution to approve the increases in voting control as a result of the allotment is put to the shareholders of Just Water for their vote—

  • (i) at the annual meeting of shareholders held in 2009; or

  • (ii) if any special meeting of the shareholders is held before that annual meeting, at that special meeting; and

• (c) none of the former MELT trustees nor any person who is, or was at the time of the allotment, an associate of the former MELT trustees vote on the resolution; and

• (d) the notice of meeting containing the proposed resolution contains, or is accompanied by, the particulars referred to in subclause (2).

(2) The following are the particulars for the purposes of subclause (1)(d):

• (a) full particulars of the voting securities that were allotted to the former MELT trustees, including—

  • (i) the number of voting securities that were allotted; and

  • (ii) the number of voting securities that were allotted, expressed as a percentage of the total voting securities on issue after the allotment; and

  • (iii) the percentage of the total voting securities on issue that were held or controlled by them after the allotment; and

  • (iv) the percentage of the total voting securities on issue that were held or controlled by them and their associates, in aggregate, after the completion of the allotment; and

• (b) the consideration paid for, or attributed to, the allotment and the manner in which that consideration was determined; and

• (c) the reasons for the allotment; and

• (d) a statement to the effect that, if the increases in voting control as a result of the allotment are approved, the allotment will be permitted under an exemption from rule 6(1) of the Code; and

• (e) a statement by the directors of Just Water in relation to the likely impact on the price and on the liquidity of the voting securities if the resolution is not approved; and

• (f) a statement by the directors of Just Water—

  • (i) as to whether they recommend approval or disapproval of the allotment and their reasons; or

  • (ii) that they are unable to make, or are not making, a recommendation and their reasons; and

• (g) if any of the directors dissent from a recommendation or a statement under paragraph (f) made by the directors, or abstain from making a recommendation or a statement under paragraph (f), their names and their reasons for dissenting or abstaining.

(1) The exemption in clause 11 is subject to the further conditions that,—

• (a) not later than 5 working days after the date on which this notice is notified in the Gazette, the former MELT trustees give an undertaking to the Panel under section 31T of the Act, on the basis referred to in subclause (2), that—

  • (i) they will seek the approval of the shareholders of Just Water for the increases in their voting control as a result of the allotment—

    • (A) at the annual meeting of shareholders held in 2009; or

    • (B) if any special meeting of the shareholders is held before that annual meeting, at that special meeting; and

  • (ii) they will procure MELT Investments not to exercise any voting rights in respect of 40 000 voting securities until the approval of the shareholders to the increase in voting control is given; and

• (b) within 5 working days after the date on which this notice is notified in the Gazette, the former MELT trustees provide an announcement to NZX, in a form approved by the Panel, explaining the circumstances and the terms of the undertaking given by them to the Panel for the purposes of that announcement being released to the securities market on which the voting securities are listed; and

• (c) the former MELT trustees comply with the terms of the undertaking given by them to the Panel in accordance with paragraph (a).

(2) For the purposes of subclause (1)(a), the basis referred to is that the Panel releases the former MELT trustees from the undertaking on receiving written notice from Just Water that the shareholders have approved the increases in voting control as a result of the allotment in accordance with the conditions of the exemption.

The exemption in clause 11 is subject to the further conditions that,—

• (a) not later than 5 working days after the date that this notice is notified in the Gazette, the former MELT trustees give a further undertaking to the Panel under section 31T of the Act that if the shareholders of Just Water do not approve the increases in voting control as a result of the allotment—

  • (i) they will procure MELT Investments to dispose of 40 000 voting securities, either on-market or off-market, to 1 or more persons who are not associates of the former MELT trustees, within 5 working days from the date that the Just Water shareholders decline to approve the proposed resolution; and

  • (ii) until 40 000 voting securities are disposed of in accordance with the undertaking, they will procure MELT Investments not to exercise any voting rights in respect of those voting securities; and

• (b) the former MELT trustees comply with the terms of the undertaking given by them to the Panel in accordance with paragraph (a); and

• (c) within 48 hours of any disposition of voting securities by MELT Investments for the purposes of the undertaking, the former MELT trustees give written notice to the Panel setting out full particulars of the disposition, including—

  • (i) the number of voting securities disposed of; and

  • (ii) the identity of the acquirer of the voting securities (if known); and

  • (iii) the consideration paid for the voting securities; and

  • (iv) the particulars of any agreement relating to the disposition between the acquirer of the voting securities and the former MELT trustees, or Melt Investments, or any 1 or more of those persons; and

• (d) within 5 working days after any disposition of voting securities by Melt Investments for the purposes of the undertaking, the former MELT trustees provide an announcement to NZX, in a form approved by the Panel, explaining the circumstances of the allotment and the undertaking given by them to the Panel for the purpose of that announcement being released to the securities market on which the voting securities are listed.

Melt Investments is exempted from rule 6(1) of the Code in respect of any increase in its voting control as a result of the acquisition on 28 September 2007, in its capacity as the trustee of the MELT Trust, of 161 455 voting securities from the former MELT trustees.

Christopher Roy Saunders is exempted from rule 6(1) of the Code in respect of any increase in his voting control as a result of the acquisition on 21 October 2005, in his capacity as a trustee of the Onehunga Trust, of 2 000 000 voting securities from Anthony Edwin Falkenstein and Ian Donald Malcolm in their capacity as trustees of The Edwin Trust.

The exemption in clause 16 is subject to the conditions that—

• (a) the Onehunga Trust has and maintains charitable purposes; and

• (b) the Onehunga Trust Board is and remains registered as a charitable entity under the Charities Act 2005.

Barry Harrison Spicer is exempted from rule 6(1) of the Code in respect of any increase in his voting control as a result of the acquisition on 21 October 2005, in his capacity as a trustee of the University of Auckland Trust, of 2 000 000 voting securities from Anthony Edwin Falkenstein and Ian Donald Malcolm in their capacity as trustees of The Edwin Trust.

The exemption in clause 18 is subject to the conditions that—

• (a) the University of Auckland Trust has and maintains charitable purposes; and

• (b) the University of Auckland Trust Board is and remains registered as a charitable entity under the Charities Act 2005.

Andrew Peter Codling is exempted from rule 6(1) of the Code in respect of any increase in his voting control as a result of the acquisition on 21 October 2005, in his capacity as a trustee of the Unitec Trust, of 2 000 000 voting securities from Anthony Edwin Falkenstein and Ian Donald Malcolm in their capacity as trustees of The Edwin Trust.

The exemption in clause 20 is subject to the conditions that—

• (a) the Unitec Trust has and maintains charitable purposes; and

• (b) the Unitec Trust Board is and remains registered as a charitable entity under the Charities Act 2005.

The Onehunga Trust Board is exempted from rule 6(1) of the Code in respect of any increase in its voting control as a result of the vesting in it of 2 000 000 voting securities, under section 14 of the Charitable Trusts Act 1957, on the incorporation of the trustees of the Onehunga Trust as the Onehunga Trust Board on 7 November 2005.

The University of Auckland Trust Board is exempted from rule 6(1) of the Code in respect of any increase in its voting control as a result of the vesting in it of 2 000 000 voting securities, under section 14 of the Charitable Trusts Act 1957, on the incorporation of the trustees of the University of Auckland Trust as the University of Auckland Trust Board on 7 November 2005.

The Unitec Trust Board is exempted from rule 6(1) of the Code in respect of any increase in its voting control as a result of the vesting in it of 2 000 000 voting securities, under section 14 of the Charitable Trusts Act 1957, on the incorporation of the trustees of the Unitec Trust as the Unitec Trust Board on 16 November 2005.