4616

Sharebrokers Act 1908

New Zealand Futures & Options Exchange Limited

CATHERINE A. TIZARD, Governor-General

ORDER IN COUNCIL

At Wellington this 21st day of December 1992

Present:

THE RIGHT HON. D. C. MCKINNON PRESIDING IN COUNCIL

Pursuant to section 11 of the Sharebrokers Act 1908, Her Excellency the Governor-General, acting by and with the advice and consent of the Executive Council, hereby approves the following amendments to the articles of association of the New Zealand Futures & Options Exchange Limited.

Article 1.1

Article 1.1 is amended by inserting the following definitions after the definitions of the terms “Board” and “commodity” respectively:

“Business Sale Agreement” means the Agreement between the Exchange as vendor, Aklaw Number Thirty Nine Limited as purchaser and Sydney Futures Exchange Limited as guarantor for the sale and purchase of business assets of the Exchange arising from acceptance of an offer for the purchase of such business assets dated 25 November 1991 as varied.

“Completion of the Business Sale” means completion of the sale and purchase of business assets of the Exchange pursuant to the Business Sale Agreement.”

The existing definition of the term “Fidelity Fund” is omitted and the following definition substituted:

“means the fund established in accordance with Article 45 comprising all the amounts specified in paragraphs (a) to (g) inclusive of Article 45.2”.

Article 42.6

The following new Article is inserted as Article 42.6:

“Notwithstanding any other provision of the Articles or of any By-Law, upon Completion of the Business Sale, the trading rights and obligations of Members and other persons having dealings with the Exchange or its Members and all other matters concerning the business of the Exchange or the Board and all outstanding contracts subject to the Articles and the By-Laws of the Exchange shall be governed and regulated by the business rules of the New Exchange (as that term is defined in the Business Sale Agreement) of Aklaw Number Thirty Nine Limited and all Members and clients shall be bound accordingly but without in any way diminishing any liability which Members or clients may have to the Exchange or any Member or client arising out of these Articles or the By-Laws up to Completion of the Business Sale.”

Article 44.2

The following new Article is inserted as Article 44.2:

“Notwithstanding the provisions of Article 44.1, on Completion of the Business Sale the Exchange shall cease to carry on business except to the extent (if any) necessary to complete the transfer of all outstanding contracts to the jurisdiction of the New Exchange (as that term is defined in the Business Sale Agreement) and to administer any other outstanding matters relating to the affairs of the Exchange and its Members.”

Article 45.23

The following new Article is inserted as Article 45.28:

“(a) For the avoidance of doubt and notwithstanding any other provision of these Articles or Association to the contrary, the power to appoint a new trustee of the trusts relating to the Fidelity Fund and the power to resettle all or any part of the Fidelity Fund and to vary the terms of those trusts is vested solely in the trustee for the time being of those trusts.

(b) If any trustee of the trusts relating to the Fidelity Fund resigns as trustee, that trustee shall appoint a new trustee to act in its stead and that appointment and resignation shall be of simultaneous effect.

(c) At any time on or after Completion of the Business Sale the Exchange may appoint Aklaw Number Thirty Nine Limited as trustee of the trusts relating to the Fidelity Fund and may resettle all or any part of the Fidelity Fund on Aklaw Number Thirty Nine Limited as trustee of such trusts relating to the Fidelity Fund as may be established by Aklaw Number Thirty Nine Limited.

(d) Upon appointment of a new trustee or resettlement of the Fidelity Fund in accordance with clause (c), the Exchange shall cease to keep a Fidelity Fund and thereafter the Exchange and the Board shall cease to have any liability or obligations in relation to the Fidelity Fund.”

BOB MACFARLANE, Acting for Clerk of the Executive Council.

Sharebrokers Act 1908

New Zealand Futures & Options Exchange Rules 1992

CATHERINE A. TIZARD, Governor-General

At Wellington this 21st day of December 1992

THE RIGHT HON. D. C. MCKINNON PRESIDING IN COUNCIL

Pursuant to section 11 of the Sharebrokers Act 1908, Her Excellency the Governor-General, acting by and with the advice and consent of the Executive Council, hereby approves the following Rules of the proposed New Zealand Futures & Options Exchange submitted by Aklaw Number Thirty Nine Limited, being a subsidiary of Sydney Futures Exchange Limited which is to acquire the business and undertaking of New Zealand Futures & Options Exchange Limited and which is to change its name to New Zealand Futures & Options Exchange Limited on completing that acquisition.

CONTENTS

SECTION 1—PRELIMINARY

1. Introduction
2. Definitions
3. Interpretation

SECTION 2—GENERAL

4. Classes of Dealers
5. Observance of Rules
6. Miscellaneous
7. Levies and fees

SECTION 3—TRADING

8. Trading Permits
9. Issue of Trading Permits
10. Contract Specifications and other terms
11. Trading—general
12. Suspension of trading on Trading System
13. Mistakes
14. Out of market trading
15. Exchange for physical transactions
16. Prohibitions