NEW ZEALAND GAZETTE, No. 4 — 20 JANUARY 2016

Inc. does not endorse nor does it guarantee the success or otherwise of the offer made under this
Disclosure Statement and accepts no responsibility whatsoever for any statements or representations
made in this Disclosure Statement or for any loss or liability arising from participation in the offer.”

4 ISSUE OF SHARES AND DISCLOSURE STATEMENTS

4.1 No Share may be Issued to an Applicant and no money received from an Applicant is to be disbursed in
payment of costs of the Bloodstock Syndicate or the Bloodstock Company until the following conditions have
been satisfied:

(a) The Promoter delivers to the Chief Executive a Disclosure Statement in the form set out in the Schedule
hereto and that otherwise contains the information prescribed under this Code of Practice. The Disclosure
Statement must be fully and correctly completed for each Offer;

(b) the Board does not give the Promoter a requisition notice to replace, amend or correct any matter
contained or attached to the Disclosure statement within 14 working days from the date of delivery to the
Chief Executive;

(c) the Promoter has obtained from all Applicants to whom a Share is to be Issued a signed
acknowledgment of receipt and understanding of the Disclosure Statement, and of any addendum to the
Disclosure Statement if one was required (refer clause 4.3);

(d) the minimum level of subscription (if any) set out in the Disclosure Statement has been received unless
the Disclosure Statement states that the Offer is underwritten by the Promoter (ie the Promoter has
agreed to take up all Shares in respect of which no applications are received); and

(e) if a signed acknowledgement of receipt and understanding of the Disclosure Statement, (and any
addendum to it) has not been received from an Applicant all monies received from that Applicant must
have been refunded to that Applicant.

4.2 A Disclosure Statement is required to meet the following criteria:

(a) It must contain all of the information and statements required by this Code of Practice including all of
the applicable information required by the form of disclosure statement set out in the Schedule;

(b) it must refer to all required valuation reports and veterinary certificates (copies of which must be
provided to the Board) and it must say how copies of those reports and certificates may be obtained by
Applicants;

(c) if the [Promoter] is seeking to raise funds under the Offer for the purchase, in the future, of Bloodstock
for racing and/or breeding purposes, the Disclosure Statement must state that valuation reports and
veterinary certificates will be obtained in respect of such Bloodstock at the time it is purchased (which
reports and certificates must meet the requirements of clauses 10.1 and 10.3, respectively) and state how
copies of those reports and certificates may be obtained by each Participant or Shareholder (as the case
may be);

(d) in the case of a Bloodstock Syndicate, a copy of the Governing Document (such as a Partnership or
Syndicate Agreement) must accompany the Disclosure Statement when it is sent to potential Applicants,
unless it has previously been provided to the potential Applicant;

(e) in the case of a Bloodstock Company, it must say where or how a copy of the constitution may be
obtained;

(f) it must disclose the nature of:

(i) all commissions, fees or rebates and other benefits (eg insurance commissions or commissions on
the sale or purchase of Bloodstock) that have been or may be received in the future by the Promoter or
the Manager, or an Associated Person of the Promoter or Manager, specifically in relation to the
relevant Bloodstock Syndicate or Bloodstock Company or any of its Bloodstock; and

(ii) any pecuniary or material interest the Promoter or the Manager, or any Associated Person of the
Promoter or Manager, has or had in any of the Bloodstock acquired or to be acquired by the relevant
Bloodstock Syndicate or Bloodstock Company; and

(g) it must be signed by the Promoter and where the Promoter is a corporate entity by at least one of its
directors.

4.3 Each Disclosure Statement must be approved by the Board, which must not grant its approval unless it is
satisfied that:

(a) the Disclosure Statement contains all of the information and statements required under this Code of
Practice (including all of the applicable information required by the form of disclosure statement set out in
the Schedule);

(b) there is no reason to suspect that any of the information provided in or accompanying the Disclosure
Statement is incorrect;

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