FORECAST STATEMENT OF SERVICE PERFORMANCE
For the year ended 30 June 2008

OUTPUT 4: Enforcement:

To maintain oversight of takeover activity in New Zealand and to intervene, where necessary, in accordance with the Panel's statutory powers.

Impact:

The improvement in the standard of compliance with the Takeovers Code and facilitation of the operation of the takeovers market. Non-compliance with the Code is undesirable as it results in unequal treatment of shareholders and a non-transparent takeover process.

Activities and actions to include:

• reviewing all main takeover offer documents;
• reviewing Code-related meeting documents
• convening formal meetings to exercise the Panel's enforcement powers under sections 32 and 35 of the Code;
• making applications to the Court to seek orders from the Courts, as necessary;
• investigating possible Code breaches;
• investigating complaints by shareholders and other principal parties to a transaction;
• monitoring NZX company announcements, media and other public information for transactions with Code implications;
• accepting enforceable undertakings from the party or parties in breach of the Code;
• issuing determinations and Panel decisions.
• seeking to be heard in Court proceedings involving the change of control of Code companies being effected through the scheme of arrangement provisions of the Companies Act.

Planned performance standards and performance measures for 2006/2007:⁷

OUTPUT 5: Public Understanding:

To promote public understanding of the law and practice relating to takeovers.

Impact:

The improvement in public understanding of takeovers law over time, in particular, the improvement in the public's knowledge of the provisions of the Code. Improving public understanding and knowledge of the Code will enhance the public's confidence in the transparency of the takeovers process and in the public's confidence in the integrity of the market.

Activities and actions to include:

• publishing the Panel's occasional newsletter, Code Word to explain changes to the Code and the Act and key Panel enforcement and exemption decisions;
• publishing practice notes and guidance notes to inform the market about the Panel's decisions and policies, to assist market participants to relate to the Panel and to explain how the Panel interprets various sections of the Code;
• improving the market's understanding of takeover matters and Panel activities through public speeches about the Code at relevant conferences and other meetings;
• receiving feedback from market participants about the Panel's performance through meetings with market participants to both gauge the effectiveness of the Panel in dealing with its stakeholders and to explain issues which have arisen;
• visiting the most active legal and advisory firms to obtain direct feedback;
• holding group meetings with other interested market participants;
• maintaining a website that is kept up-to-date with all Panel decisions, news releases, speeches, discussion papers, practice notes;
• communicating with affected shareholders through telephone and correspondence explaining the application of the Code in particular circumstances;
• assisting the media with background information to ensure that the public receives accurate reports of issues of public interest.

Planned performance standards and performance measures for 2007/2008:

OUTPUT 6: International Liaison:

To enhance and improve co-operation and liaison with overseas takeovers regulators on matters of mutual interest.

Impact:

The improvement in the level of co-operation, liaison and understanding between the Panel and other international takeovers regulators. Such improvements enhance international investors' and overseas takeovers regulators' confidence in the New Zealand market and enhance the Panel's administration of the Code's provisions.

Activities and actions to include:

• continuing the high level of contact with the Australian Takeovers Panel through the Panel Chairman's membership on the Australian Panel and membership of the New Zealand Panel by a member of the Australian Panel;
• continuing to maintain the good working relationships with the relevant staff of the Australian Panel and of the Australian Securities and Investments Commission by Members of the Panel and executive;
• continuing to support the Australian Panel's promotion of the informal group of international takeovers regulators by attending the group's conferences;
• co-operating, on request, with overseas takeovers regulators on various regulatory matters within the Panel's powers.

Planned performance standards and performance measures for 2006/2007:

7 Although described as "planned", the number of offer documents and meeting documents reviewed by the Panel is similar to those for the current year but the final outcome is dependant on the level of market activity.

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