Statement of reasons

This notice, which comes into force on 1 October 2012, amends the Takeovers Code (AMP NZ Office Limited) Exemption Notice 2010 (the principal notice).

In the principal notice, the Panel granted exemptions to AMP Limited and any body corporate that is directly or indirectly wholly owned by AMP Limited from rule 6(1) of the Code in respect of increases in control in AMP NZ Office Limited (ANZO) as a result of certain transactions specified in the principal notice.

On 1 March 2012, Mitsubishi UFJ Trust and Banking Corporation (MUTB) acquired a minority shareholding in a subsidiary company of AMP Limited in Australia (the MUTB transaction). That subsidiary company holds all of the ordinary shares in AMP Capital Investors (New Zealand) Limited (AMPCI). AMPCI and its subsidiaries hold or control ordinary shares in ANZO and rely on the principal notice.

The Panel has amended the principal notice to ensure that AMPCI and its subsidiaries may continue to rely on the principal notice.

The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the amendment to the principal notice because—

• it does not disadvantage the shareholders of ANZO; and

• it is appropriate in the circumstances of the conditions contained in the principal notice.