NEW ZEALAND GAZETTE, No. 4 — 20 JANUARY 2016

at no more than three monthly intervals.

18.3 The Bloodstock of a Bloodstock Syndicate or Bloodstock Company must be managed and cared for in accordance with good industry practice.

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

(a) If any of the grounds set out in clause 2.3 applies or arises in respect of the Manager or Director;

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

(c) if the Manager or Director is or becomes disqualified under the Rules of Racing or the New Zealand Rules of Harness Racing;

(d) if in its opinion the Manager or Director acts or has acted in an manner which is or was contrary to the best interests of Participants or Shareholders, or is or was likely to bring the thoroughbred industry into disrepute; or

(e) if in its opinion the Promoter or Manager or Director fails or has failed to comply with the standards set out in clauses 12 and 16 relating to reporting, auditing or keeping of accounts and records.

18.5 Complaints concerning a Bloodstock Syndicate or a Bloodstock Company, may be made to the relevant Bloodstock Syndicate or Bloodstock Company, in the first instance, and if the complaint has not been resolved to the satisfaction of the complainant he or she must be advised by the Promoter or Manager or Directors as the case may be, that the complaint may be referred to the Chief Executive.

19 CONFLICT OF INTEREST

19.1 A Valuer or a foreign bloodstock valuer may not issue a Valuation Report for inclusion with a Disclosure Statement where the Valuer is or has been an Associated Person of the Promoter for that Offer or has or has had a pecuniary interest in any of the Bloodstock acquired or to be acquired by the relevant Bloodstock 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 is or has been an Associated Person of the Promoter for that Offer or has or has had a pecuniary interest in any of the Bloodstock acquired or to be acquired by the relevant Bloodstock Syndicate or Bloodstock Company.

19.3 Every Promoter and Manager, and each of the Directors of a Bloodstock Company must not enter into arrangements that are likely to lead to a conflict between his or her personal interests and the interests of Participants or Shareholders (as the case may be), and if not previously disclosed in the Disclosure Statement, must disclose in writing to Participants or Shareholders (as the case may be) the nature of all the benefits and/or pecuniary/material interests of the type referred to in clauses 4.2(f)(i) and (ii) that are received or arise after the date of the Disclosure Statement.

20 CONFIRMATION

Within 30 days of Issuing Shares under an Offer, a Promoter must send to each Participant or Shareholder written advice of the number of Shares held by or the percentage shareholding of the Participant or Shareholder as the case may be.

21 AMENDMENT OF CODE OF PRACTICE

This Code of Practice may, with the consent of the Financial Markets Authority, be amended from time to time by resolution of the Board.

22 SYNDICATE AGREEMENTS OR CONSTITUTION

22.1 Each Governing Document under which a Bloodstock Syndicate is constituted must contain a provision to the effect that the Board is entitled to remove the Manager of the Bloodstock Syndicate upon any of the grounds listed in clause 18.4 and appoint another person to act as Manager of the Bloodstock Syndicate in his/her/its place. Such provision must state that its intent is to create a benefit to New Zealand Thoroughbred Racing Inc. and the Board and is to be enforceable by either or both of them in terms of the Contracts (Privity) Act 1982.

22.2 The constitution of Bloodstock Company must contain a provision to the effect that the Board is entitled to remove the Directors or any one of them upon any of the grounds listed in clause 18.4 and to appoint another person or persons to act in their place. Such provision must state that its intent is to create a benefit to Thoroughbred Racing Inc. and the Board and is to be enforceable by either or both of them in terms of the Contracts (Privity) Act 1982.

22.3 Each Governing Document must contain a provision to the effect that there must be no amendment to the Governing Document which detracts from a Participant’s rights under it or which may cause a Participant to incur costs or bear liabilities which could not have been reasonably anticipated from the Disclosure Statement.