Please Return This Application Form and Supporting Documentation To

NZX PARTICIPANT RULES

APPLICATION

This application should be completed by applicants (a company or partnership or other approved entity) seeking to become a class or classes of Market Participant.

Please return this application form and supporting documentation to:

NZX Regulation

New Zealand Exchange Limited

P O Box 2959

WELLINGTON

It is essential that you read this application form in conjunction with the NZX Participant Rules.

CONFIDENTIALITY

NZX will keep confidential all information provided to it by the Applicant in relation to its application, except to the extent that disclosure of any or all of the information is necessary for the exercise of its regulatory functions, or as otherwise required by law.

INSTRUCTIONS

Applicants must submit the application form (to be completed in type written form with original signatures included) along with supporting documentation or information (as outlined in the NZX Participant Rules for the class or classes of Market Participant for which the applicant is seeking designation). Supporting documentation should besupplied in typed format, in as much detail as the applicant feels appropriate to support their application, but in any event to satisfy the criteria contained in the NZX Participant Rules.

Please note that NZX may require additional information in relation to the application form or any of the supporting documentation filed in support of the application.

NZX reserves the right to decline an application notwithstanding that an Applicant meets the minimum criteria set out in the NZX Participant Rules.

APPLICANT DETAILS

1.Name of Applicant (company, firm, organisation, corporation or partnership name):
2.Trading Name (if different) to name above:
3.Address and contact telephone numbers of proposed principal place of Broking Business (Principal Broking Office) and registered office, if different:
4.Name and position of main contact person at the Applicant to discuss this application:
5.Class or classes of Market Participant the Applicant is applying for designation:
6.Details of the Applicant’s management structures and names of the personnel holding management positions, when they were appointed and details of the experience of those persons relevant to the class of Market Participant for which the Applicant is seeking designation (see Rule3.1.3(f) and 3.10):
7.Where the Applicant is a company, the names of each director and a declaration from each director in the form provided in Appendix 3.
8.Where the Applicant is a partnership the names of each partner and a declaration from each such director in the form provided in Appendix 3.
9.Emergency contact details for the Applicant
10.Details of the Applicants Professional indemnity insurance and directors and officers liability insurance, including all information required by Rule 3.26.3
11.Location of any other Broking Office of that Applicant (and name of the person whose full time control those Broking Offices are under, which person must meet the requirements of Rule 3.8.3)
12.Name and business contact details of the Applicant’s proposed Compliance Manager and Surveillance Officer, if any and details of any other position held by such person and declaration in form provided in Appendix 4 or 5, as applicable.
13.Details of any companies within the Applicant’s Group (see Rule 3.12).
14.If the Applicant is seeking designation as more than one class of Market Participant, theChinese Wall procedures and practices of that Applicant.

ADDITIONAL CRITERIA AND REQUIREMENTS FOR PARTICULAR CLASSES OF MARKET PARTICIPANT.

Attached as Schedules to this Appendix are additional criteria and requirements that are particular to certain Applicants (e.g. overseas applicants, partnerships) or certain Classes of Market Participant. Applicants should complete those Schedules applicable to that Applicant and the class(es) of Market Participant for which the Applicant is seeking designation.

SUPPORTING DOCUMENTATION / INFORMATION – to be attached to the application:

(Please ensure all applicable and relevant supporting documents are attached to this Application. Please have regard to the assessment criteria outlined in the NZX Participant Rules, applicable to that class of Market Participant for which the Applicant is seeking designation when compiling this supporting documentation).

In the case of a company, certificate of incorporation and names and details of directors and shareholders of the applicant company and a copy of the Constitution which must comply with Rule 3.7;

In the case of a partnership, a list of the partners and the partnership deed which must comply with Rule 3.7 and where a partner is a company, details of the directors and shareholders of that company ;

The Applicant’s audited accounts for the preceding 5 years;

Details of any legal or arbitration proceedings active, threatened or pending against the Applicant or any member of its group which may have a significant effect on the reputation of the Applicant;

Details of any adverse or potentially adverse matters in respect of the Applicant which have been brought to the attention of any relevant regulatory authorities during the last 6 years (where possible please provide copies of any relevant correspondence in relation to such matters);

The Applicant’s Business Plan;

Details of the Applicant’s management controls, compliance manuals and procedures;

The Applicant’s training plan for key personnel;

Details of the Applicants technology relevant to its Broking Business, including trading system and back office system;

Details of theApplicants payment and accountingsystems;

Declarations as required by the NZX Participant Rules in support of the application (Directors/Partners, Managing Principal/Responsible Executive, FASTER Dealer/FASTER DMA Dealer, Settlement Officer, NZX Advisor/NZX Associate Advisor/NZDX Advisor);

A copy of the Applicants sharebroker’s licence (if required by law);

Any other information which the Applicant thinks may be relevant to NZX in considering this application.

DECLARATION AND UNDERTAKING BY APPLICANT TO NZX

(“the Applicant”) hereby applies for approval as a Market Participant in the following classes ______and if NZX grants approval to the Applicant, undertakes:

• To comply with its obligations and responsibilities under the NZX Participant Rules and any applicable NZX Listing Rules for any of the markets provided by NZX;
• All the requirements of the NZX Participant Rules as applicable to the class/classes of Market Participant have been complied with;
• To carry out its responsibilities as a Market Participant honestly and diligently;
• To comply with the NZX Participant Rules as applicable to the class/classes of Market Participant the Applicant wishes to be designated as, Guidance Notes, any directions given from time to time by NZX and at all times observe Good Broking Practice;
• To ensure that all of its Employees are competent and comply fully with all applicable NZX Participant Rules, Guidance Notes, any direction given from time to time by NZX and at all times observe Good Broking Practice;
• To pay all fees, levies or other charges as set from time to time by NZX; and
• To adhere to any other condition imposed from time to time by NZX as a requirement of designation as a class of Market Participant.

The Applicant hereby declares that:

• All the information contained in this application form and otherwise supplied is complete, true, accurate and not misleading.
• It has read the NZX Participant Rules and believes that this application conforms to the criteria (except as specifically notified to you with this application) for designation as a Market Participant as set out in those Rules.
• Neither the Applicant nor any of the personnel named in this application have been subject to any disciplinary action by a regulator or law enforcement agency in the context of financial services or corporate finance and save as set out in this application, have not been disqualified by a court from acting as a director of any company or from acting in the management or conduct of its affairs.

Signature of two Partners, Directors or Duly Authorised Officers:

1.2.

Full Name of signatories:

1.2.

Date:

Once completed this application form should be posted to:

NZX Regulation

New Zealand Exchange Limited

PO Box 2959

WELLINGTON

SCHEDULE 1

ADDITIONAL REQUIREMENTS FOR OVERSEAS APPLICANTS

An Applicant who is resident or incorporated outside of New Zealand must answer the following questions and provide the following information:

1.Sufficient details on the regulatory structure and rules of that Recognised Securities Exchange or other regulatory authority which regulates the activities of that Applicant outside of New Zealand, in order to satisfy NZX that such body upholds similar standards to NZX and evidence that the Applicant is regulated by such body:
2.If the Applicant seeks to be designated as a Delivery and Settlement Participant evidence of its current delivery and settlement operations:
3.If the Applicant seeks to be designated as a Delivery and Settlement Participant the Applicant must confirm separately, in writing, that its delivery and settlement operations will be performed in New Zealand in respect of the settlement of trades executed on any of the markets provided by NZX:

SCHEDULE 2

ADDITIONAL REQUIREMENTS FOR NZX TRADING AND ADVISING FIRMS

AND NZX ADVISING FIRMS

An Applicant who is applying for designation as a NZX Trading and Advising Firm or NZX Advising Firm must provide the:

1. Name, business contact details, qualifications (including evidence that the proposed Managing Principal is an NZX Advisor) of the Applicant’s proposed Managing Principal and details of any other position held by such person and a declaration from such person in the form provided in Appendix 2a.

SCHEDULE 3

ADDITIONAL REQUIREMENTS FOR ALL MARKET PARTICIPANTS WHO ARE NOT NZX TRADING AND ADVISING FIRMS OR NZX ADVISING FIRMS.

An Applicant who is applying for designation as a Market Participant other than as an NZX Trading and Advising Firm or NZX Advising Firm must provide the:

1.Name and business contact details of the Applicant’s proposed Responsible Executive and a declaration from such person in the form provided in Appendix 2b.

An Applicant can seek NZX approval of a proposed Responsible Executive by providing NZX with written application in the form provided by Appendix 1A, which may be attached to this application, demonstrating that that Responsible Executive satisfies the criteria of Rule 3.4 of the NZX Participant Rules.

SCHEDULE 4

ADDITIONAL REQUIREMENTS FOR TRADING PARTICIPANTS

An Applicant who is applying for designation as a Trading Participant must:

1.Specify the FASTER Dealers and/or FASTER DMA Dealers designated for that Trading Participant.
2.If the Trading Participant is not also seeking designation as a Delivery and Settlement Participant, details of the Post Trade Agreements entered by that Applicant, which agreements must comply with Rule 4.8
3.Details of any person the Applicant proposes to authorise as a DMA Authorised Person

Please note that an Applicant:

• for NZX Trading and Advising Firm, Principal Book Only Participant or Bank Only Participant designation must comply with the requirements of this Schedule as these class of Market Participant are deemed to be Trading Participants.

An Applicant can seek NZX approval of a proposed FASTER Dealer/FASTER DMA Dealer by providing NZX with written application in the form provided by Appendix 6, which may be attached to this application, demonstrating that that FASTER Dealer/FASTER DMA Dealer satisfies the criteria of Rules 4.4 and 4.5 of the NZX Participant Rules.

SCHEDULE 5

ADDITIONAL REQUIREMENTS FOR CLIENT ADVISING PARTICIPANTS

An Applicant who is applying for designation as a Client Advising Participant must:

1.Specify the names of its NZX Advisors, NZX Associate Advisors and NZDX Advisors:

Please note that an Applicant:

• for NZX Trading and Advising Firm, NZX Advising Firm or Bank Only Participant designation must comply with the requirements of this Schedule 5as these class of Market Participant are deemed to be Client Advising Participants.

Applications for designation as an NZDX Advisor or NZX Advisors/NZX Associate Advisors are to be submitted in the form provided in Appendix 10 or Appendix 13 as applicable.

SCHEDULE 6

ADDITIONAL REQUIREMENTS FOR DELIVERY AND SETTLEMENT PARTICIPANTS

An Applicant who is applying for designation as a Delivery and Settlement Participant must:

1. Specify the names of the designated FASTER Settlement Officers:

Please note that an Applicant for:

• Post Trade Participant or FASTER Participant designation as these class of Market Participant are deemed to be Delivery and Settlement Participants.

An Applicant can seek NZX approval of a proposed FASTER Settlement Officer by providing NZX with written application in the form provided by Appendix 15, which may be attached to this application, demonstrating that that FASTER Settlement Officer satisfies the criteria of Rules 6.4 of the NZX Participant Rules.

SCHEDULE 7

ADDITIONAL REQUIREMENTS FOR NZX SPONSORS

An Applicant seeking designation as an NZX Sponsor must answer the following questions and provide the followingadditional information:

1.Has the Applicant undertaken a lead role in bringing a company to any of the markets provided by NZX within the last 3 years?
2.If the answer to 1 is yes, provide details in relation to that transaction. AnApplicant who answers yes to question 1 and provides details of that transaction need not attach the additional supporting documentation set out below (relating to the company profile) other than the details required in relation to the Personnel Profile (set out below).

ADDITIONAL SUPPORTING DOCUMENTATION / INFORMATION – to be attached to the application:

Company / Entity Profile:

A statement of the Applicant’s profile;

Details of the Applicant's principal activities, particularly those relating to the following relevant transactional areas:

• lead roles in the following types of transactions:
• public offerings under the Securities Act 1978
• mergers and acquisitions
• joint ventures
• takeovers
• corporate finance advisory work or transactions or “relevant activities”

A statement of the Applicant's market position in the relevant activities and the length of time the Applicant has been operating in those areas;

Details of the Applicant’s relevant activities in which the Applicant has undertaken a lead role within the last two years;

Where applicable any references or testimonials from clients in relation to the Applicant’s performance in the relevant activities;

The business reasons the Applicant is seeking approval as a NZX Sponsor;

The extent of the Applicant's business relationships with any existing Market Participants.

Personnel Profile:

In relation to any Principals, Partners, Directors or Employees who will be working in the NZX Sponsor’s Broking Business:

(a)Full Name, address and date of birth

(b)Qualifications (professional or business qualifications and / or memberships of any professional bodies)

(c)Employment History (most recent first – over last 10 years) (name of organisation and positions held)

(d)Transaction History – completed “relevant activities” (experience / involvement and date of each transaction) and confirmation from employer that the person provided corporate finance advice on the relevant activities

Please note that a NZX Sponsor’s obligations under Rule 7.4.2 to advise NZX without delay of any change to those persons detailed in this application.

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