NEW ZEALAND GAZETTE, No. 10 — 4 FEBRUARY 2016

Pursuant to section 207L of the Companies Act 1993, the Registrar of Companies gives the following notice (to which is appended a statement of reasons of the Registrar).

Notice

1. Title—This notice is the Companies Act (Hawaiian Airlines, Inc) Exemption Notice 2016.

2. Commencement—This notice comes into force on the date of its notification in the New Zealand Gazette.

3. Expiry—This notice expires on the close of 31 July 2021.

4. Application—An exemption granted by this notice applies to the following accounting periods of an exempt overseas company:

a. an accounting period of the exempt overseas company that commenced before the exemption is granted (including an accounting period that ended before the exemption is granted) if:

i. in the case of copies of financial statements or group financial statements for that period that are required to be delivered for registration under section 201 of the Act, the exemption is granted before those documents are required to be delivered for registration under that section; or

ii. in any other case, the exemption is granted before the financial statements or group financial statements for that period are required to be completed; and

b. subsequent accounting periods.

However, an exemption granted by this notice does not apply to accounting periods where the following thresholds are not met:

a. the revenue of the exempt overseas company accounts for at least 95% of the parent company’s revenue;

b. the expenses of the exempt overseas company accounts for at least 95% of the parent company’s expenses; and

c. the exempt overseas company accounts for at least 90% of the total assets and liabilities in the parent company’s balance sheet.

5. Interpretation—In this notice, unless the context otherwise requires:

Act means the Companies Act 1993;

exempt overseas company means Hawaiian Airlines, Inc;

parent company means Hawaiian Holdings, Inc;

specified financial statements, in relation to the exempt overseas company, means the consolidated financial statements that are required to be prepared in respect of the parent company in accordance with the laws of the United States of America; and

US GAAP means generally accepted accounting principles in the United States of America.

6. Exemptions for directors of the exempt overseas company—Every director of the exempt overseas company is exempted from the following provisions in respect of the exempt overseas company:

a. section 201 of the Act, except to the extent that this section requires financial statements to be prepared for the exempt overseas company’s New Zealand business in accordance with section 204 of the Act; and

b. section 207E of the Act to the extent that it requires copies of the financial statements of the exempt overseas company to be delivered to the Registrar for registration.

7. Conditions—The exemptions in clause 6 are subject to the conditions that:

a. the specified financial statements comply with US GAAP;

b. the specified financial statements are audited by a qualified auditor in accordance with the relevant standards relating to auditing or assurance that are in force in the United States of America; and

c. the directors of the exempt overseas company ensure that, within 20 working days after the specified financial statements are required to be signed, the following documents are delivered to the Registrar of Companies for registration:

- a copy of the specified financial statements together with a copy of the auditor’s report on those statements; and

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