30 SEPTEMBER 2009 NEW ZEALAND GAZETTE, No. 144 3473

18.3 The Board may remove a manager (including the Syndicate Promoter) of a Syndicate or any of the Directors of a Bloodstock Company upon any of the following grounds and appoint another person(s) in his/her/its/their place:

(a) If the Manager or a Director has been convicted of a criminal offence or in its opinion defrauded or attempted to defraud any person.

(b) If the Manager or a Director is or becomes disqualified under the Rules of Racing or the Rules of Harness Racing.

(c) If in its opinion the Manager or a Director acts or has acted in an manner which is or was contrary to the best interests of shareholders, investors, partners or members or is or was likely to bring the thoroughbred industry into disrepute.

(d) If in its opinion the Manager or a Director fails or has failed to comply with the standards set forth in clauses 12 and 16 relating to reporting, auditing or keeping of accounts and records if such functions have been delegated by the Syndicate Promoter. Such failure on the part of the Manager shall not affect the Syndicate Promoter’s primary responsibility as set out in clause 18.1.

19 CONFLICT OF INTEREST

19.1 A Valuer may not issue a Valuation Report for inclusion with a Disclosure Statement where the Valuer has or has had a direct or indirect interest in the Syndicate Promoter or his/her/its business or has or has had a pecuniary interest in any of the bloodstock acquired or to be acquired by the Syndicate or Bloodstock Company.

19.2 A veterinary surgeon may not issue a Veterinary Report for inclusion with a Disclosure Statement where the veterinary surgeon has or has had a direct or indirect interest in the Syndicate Promoter or his/her/its business or has or has had a pecuniary interest in any of the bloodstock acquired or to be acquired by the Syndicate or Bloodstock Company.

20 CERTIFICATES

20.1 Within 30 days of allotting units or shares in a Syndicate or Bloodstock Company, a Syndicate Promoter shall send a Certificate to each investor which shall evidence the investor’s interest in that Syndicate or Bloodstock Company.

20.2 The Certificate shall set forth the nature, ownership, terms and conditions of the investor’s interest in the Syndicate or Bloodstock Company.

21 AMENDMENT OF CODE OF PRACTICE

21.1 This Code of Practice may, with the consent of the Securities Commission, be amended from time to time by resolution of the Board.

22 SYNDICATE AGREEMENTS OR CONSTITUTION

22.1 Each agreement or deed under which a Syndicate is constituted shall contain a provision to the effect that the Board shall be entitled to remove the Manager of the Syndicate upon any of the grounds listed in clause 18.3 and appoint another person to act as Manager of the Syndicate. Such provision shall state that its intent is to create a benefit to Thoroughbred Racing and the Board and to be enforceable by either or both thereof in terms of the Contracts (Privity) Act 1982.

22.2 The constitution of a Bloodstock Company shall contain a provision to the effect that Thoroughbred Racing shall be entitled to remove the Directors upon any of the grounds listed in clause 18.3 and to appoint other persons to act in their place. Such provision shall state that its intent is to create a benefit to Thoroughbred Racing and the Board and to be enforceable by either or both thereof in terms of the Contracts (Privity) Act 1982.

22.3 Each agreement or deed under which a Syndicate is constituted shall contain a provision that a transfer of shares or interests in the Syndicate shall not be effective until the incoming shareholder in the Syndicate has given a written covenant on form COP 14 to the effect that such shareholder will not consent to any alteration to the agreement or deed without the consent of the Board.

22.4 The constitution of a Bloodstock Company shall contain a provision that a transfer of shares shall not be effective until the incoming shareholder has given a written covenant on form COP 14 to the effect that such shareholder will not consent to any alteration to the constitution without the consent of the Board.