1

Title
This notice is the Takeovers Code (Fulton Hogan Limited) Exemption Notice (No 2) Amendment Notice 2009.

2

Commencement

(1)

Clause 5 comes into force on 1 November 2009.

(2)

The rest of this notice comes into force on the day after the date of its notification in the Gazette.

3

Principal notice amended
This notice amends the Takeovers Code (Fulton Hogan Limited) Exemption Notice (No 2) 2007.

4

Expiry
Clause 3 is amended by omitting "31 October 2009" and substituting "31 October 2014".

5

Clauses 5 to 7 revoked
Clauses 5 to 7 are revoked

Dated at Auckland this 20^th day of August 2009.

The Common Seal of the Takeovers Panel was affixed in the presence of:

This notice amends the Takeovers Code (Fulton Hogan Limited) Exemption Notice (No 2) 2007 (the principal notice) by extending the expiry date of the principal notice from 31 October 2009 to 31 October 2014.

In the principal notice, the Takeovers Panel granted 4 exemptions to members of the Fulton family, subject to conditions, from rule 6(1) of the Code in respect of increases to their voting control in Fulton Hogan Limited (Fulton Hogan).

Those exemptions were to expire with the principal notice on 31 October 2009. The Takeovers Panel considers it is appropriate to renew 3 of those exemptions for a further 5-year period. The fourth exemption (in clauses 5 to 7 of the principal notice) is revoked with effect from 1 November 2009.

The 3 renewed exemptions are concerned with-

• allotments to members of the Fulton family under Fulton Hogan's employee share scheme:
• allotments to members of the Fulton family under Fulton Hogan's share bonus scheme:
• transfers of shares to members of the Fulton family from other Fulton family members in accordance with the exemption to the pre-emptive rights contained in Fulton Hogan's constitution.

The Takeovers Panel considers that it is appropriate and consistent with the objectives of the Code to renew those exemptions for the same reasons as the granting of the exemptions in the principal notice. These are set out below.

Allotments of voting securities under Fulton Hogan's employee share scheme

The Takeovers Panel considers that the exemptions for any person who is a Fulton family shareholder from rule 6(1) of the Code in relation to any increase in that person's voting control that results from that person being allotted voting securities under Fulton Hogan's employee share scheme is appropriate and consistent with the objectives of the Code for the following reasons:

• all non-associated shareholders will have an opportunity to vote on the potential allotment of voting securities to all members of the Fulton family shareholders in aggregate under that scheme:
• as the Fulton family shareholders are assumed to all be associates for the purposes of the Code and essentially 1 voting group, the conditions of the exemptions allow the notice of meeting to specify the maximum number of voting securities that will be allotted to all members of the Fulton family shareholders in aggregate:
• if the non-associated shareholders approve the potential maximum allotment of voting securities to the Fulton family shareholders, then, by implication, the shareholders also approve any lesser percentage of voting rights that may be acquired due to the allotment of voting securities under the employee share scheme.

Allotments of voting securities under Fulton Hogan's share bonus scheme

The Takeovers Panel considers that the exemptions for any person who is a Fulton family shareholder from rule 6(1) of the Code in relation to any increase in that person's voting control that results from that person being allotted voting securities under Fulton Hogan's share bonus scheme is appropriate and consistent with the objectives of the Code for the following reasons:

• all non-associated shareholders will have an opportunity to vote on the potential allotment of voting securities to each Fulton family shareholder under the share bonus scheme:
• as the Fulton family shareholders are assumed to all be associates for the purposes of the Code and essentially 1 voting group, the conditions of the exemptions allow the notice of meeting to specify the maximum number of voting securities that will be allotted to all members of the Fulton family shareholders in aggregate:
• if the non-associated shareholders approve the potential maximum allotment of voting securities to the Fulton family shareholders, then, by implication, the shareholders also approve any lesser percentage of voting securities that may be acquired due to the allotment of voting securities under the share bonus scheme.

Transfers of voting securities between Fulton family shareholders

The Takeovers Panel considers that the exemptions for any person who is a Fulton family shareholder from rule 6(1) of the Code in relation to any increase to that person's voting control that results from that person being transferred voting securities in Fulton Hogan from another person who is also a Fulton family shareholder is appropriate and consistent with the objectives of the Code for the following reasons:

• the transactions covered by the exemptions are confined to those that take place under Fulton Hogan's constitution, the principal purpose of which is to facilitate transfers of voting securities between family interests, not changes of voting rights:
• there are restrictions on the transfer of voting securities that may take place in any 12-month period to limit the possibility of a change of control occurring without using 1 of the mechanisms of the Code:
• intra-family transfers permitted by the exemption will not result in an effective change in the control of voting rights in Fulton Hogan.

Issued under the authority of the Acts and Regulations Publication Act 1989.
Date of notification in Gazette: []
This notice is administered by the Takeovers Panel.