3788

NEW ZEALAND GAZETTE

No. 182

9 (3) At least 21 days’ notice shall be given of all Annual General Meetings.

9 (4) General meetings of members shall be convened on the requisition of the Chairman, the Board or by not less than 10% of those persons who are members of the Exchange at the date on which the requisition is deposited in terms of Rule 9 (5).

9 (5) Every requisition shall be in writing, shall state the objects of the meeting and shall be deposited at the office of the Managing Director.

9 (6) The Board shall within 7 days of the date of deposit of the requisition convene a meeting to be held within 40 days from the said date. Notice in writing of such meeting shall be sent to all members not later than 21 days prior to the meeting. The accidental omission to send a notice to a member or the non-receipt of a notice by a member shall not invalidate the proceedings of that meeting. The notice shall specify the place, day and hour of the meeting and also the objects of the meeting as specified in the requisition and any other business which the Board may wish to refer to the meeting.

9 (7) The Chairman shall preside at every general meeting but if he is not present a member appointed by the Board shall preside.

9 (8) No business shall be transacted at any general meeting unless a quorum of not less than 50% of the members eligible to vote is present in person or by proxy at the time of the commencement of the meeting. If within half an hour of the time appointed for the meeting a quorum is not present the meeting shall be dissolved.

9 (9) The Chairman may adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than business left unfinished at the meeting from which the adjournment took place. It shall not be necessary to give notice of an adjourned meeting.

9 (10) No business other than that specified in the notice of meeting shall be transacted at any general meeting except with the consent of the Chairman.

9 (11) At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll shall be demanded by the Chairman or by not less than 5 members. Each member present in person or by proxy shall be eligible to vote and shall have one vote. In the case of an equality of votes the Chairman shall have a second or casting vote. In all cases of dispute doubt or difficulty respecting or arising out of matters or procedure and voting the decision of the Chairman shall be final and binding.

9 (12) A proxy may be communicated to the Managing Director by facsimile transmission to meet the deadline.

9 (13) No person shall hold a proxy to attend and vote on behalf of an individual member unless he is also an individual member. Any director of a company member may hold a proxy to attend and vote for that member.

9 (14) No member who is in default or suspended shall be eligible to vote at a general meeting of members. Where there is any dispute about a member’s eligibility to vote, a ruling shall be given by the Chairman, whose decision shall be final.

10. Conduct of Members

10 (1) Every member shall:

(a) At all times observe proper ethical standards;

(b) Refrain from any action or conduct which might bring discredit to the Exchange and its members or bring the Exchange or members generally into disrepute.

10 (2) No member shall buy or sell securities for an employee of any other member.

11 Listing

11 (1) The right of quotation on the official list shall be granted only by the Exchange and upon such terms and conditions as the Board may generally or in any particular case from time to time determine:

Provided that notwithstanding the foregoing, the Board may delegate to the Managing Director or other officer or officers of the Exchange (subject to such conditions as it shall from time to time determine) a general power to grant such right of quotation in respect of any securities where the general requirements and conditions from time to time laid down by the Board as a condition precedent to the right of quotation on the official list have been complied with.

11 (2) A company desiring to have its securities or any class or classes thereof granted the right of quotation on the official list shall make application in that behalf to the Exchange and pay the fee from time to time prescribed by the Board. The Exchange may, without assigning any reason, refuse to grant such securities or any class of such securities the right of quotation on the official list, and similarly may at any future time suspend or cancel such right of quotation:

Provided that such right shall also be cancelled when the Board is so requested by the company provided that the Board is satisfied that the rights of minority shareholders would not be unduly prejudiced by such cancellation.

11 (3) The Exchange may grant by way of courtesy and either with or without payment of any fee the right of quotation on the official list of any class of shares of a company registered outside New Zealand in respect of which the right of quotation on its official list has been granted by a stock exchange, outside New Zealand, recognised by the Exchange.

11 (4) Where a prospectus states that listing has been applied for no member shall deal in the securities concerned until they have been listed by the Exchange or listing has been refused.

12. Prospectuses

12 (1) Subject to Rule 12 (2) all members shall be deemed to have authority to act as brokers to or to be associated with any flotation where a prospectus or other document soliciting applications for shares or other securities or capable of promoting inquiries for shares or other securities is issued to members of the public as contemplated in the definition of “offer of securities to the public” in the Securities Act 1978.

12 (2) In the case of any flotation or further issue of shares or other securities for which listing is being or will be sought, no member shall have authority to act unless the issuer or its organising broker has sought and received assurance from the Exchange that authority to act has not been withdrawn. In considering an application for assurance of authority to act, the Exchange shall have regard to whether the requirements of the general law and the rules, regulations and listing requirements of the Exchange have been or are likely to be complied with, the standing and repute of the issuer and such other matters as the Exchange may consider to be relevant in the interests of the investing public and the standing of members.

12 (3) Application for assurance of authority to act shall be made by the member acting as organising broker to the Board or to any delegate of the Board and shall be