This notice is the Securities Act (General Electric Company) Exemption Notice 2009.

This notice comes into force on the day after the date of its notification in the Gazette.

This notice expires on the close of 30 March 2014.

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

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

(1) This clause applies to—

• (a) General Electric and any of its subsidiaries; and

• (b) the holder or offeror of specified securities previously allotted by a person in paragraph (a); and

• (c) a person acting on behalf of a person in paragraph (a) or (b).

(2) Every person to whom this clause applies is exempted from sections 33(3), 37, 37A, 38A, and 51 to 54B of the Act and from the Regulations (except regulation 8) in respect of specified securities offered under an employee share purchase scheme.

The exemptions in clause 5 are subject to the condition that the specified securities are offered only to the following persons:

• (a) persons who are eligible persons at the time of allotment of the specified securities:

• (b) in the case of specified securities that are allotted on the exercise of rights or options to acquire specified securities, persons who are eligible persons at the time of allotment of those rights or options.

(1) The exemptions in clause 5 from sections 37, 37A, 38A, and 51 to 54B of the Act are subject to the further condition that the person to whom the offer is made has received, before he or she subscribes for a specified security under the employee share purchase scheme,—

• (a) the following information (which may be in 1 or more documents):

  • (i) the most recent annual report of the issuer of the security subscribed for; and

  • (ii) the most recent published financial statements of the issuer of the security subscribed for; and

  • (iii) the current rules of the employee share purchase scheme or a summary of those rules; and

  • (iv) the terms of the offer in New Zealand; or

• (b) a notice stating—

  • (i) that the information described in paragraph (a) is available on an Internet or intranet site operated by, or on behalf of, General Electric; and

  • (ii) the address of that Internet or intranet site; and

  • (iii) that the information described in paragraph (a) will be sent, without fee, to the person to whom the offer is made on request, and how and to whom that request may be made.

(2) The exemptions in clause 5 are subject to the further condition that the information described in subclause (1)(a) is received by the Registrar before the date on which specified securities are first allotted under the employee share purchase scheme.

The exemptions in clause 5 are subject to the further condition that, if any information provided in accordance with clause 7 is amended or replaced,—

• (a) the amended or the replacement information must be filed with the Registrar; and

• (b) every eligible person who is enrolled under the employee share purchase scheme must be provided with—

  • (i) the amended or replacement information; or

  • (ii) a notice stating—

    • (A) that the amended or replacement information is available on an Internet or intranet site operated by, or on behalf of, General Electric; and

    • (B) the address of that Internet or intranet site; and

    • (C) that the amended or replacement information will be sent, without fee, to the person on request, and how and to whom that request may be made.

The exemptions in clause 5 are subject to the further condition that—

• (a) the employee share purchase scheme complies with the laws of the United States of America; and

• (b) a registration statement in Form S-8 has been filed with the United States Securities and Exchange Commission under the Securities Act 1933 (US) in relation to the employee share purchase scheme.