WAV/RULE: NZXR: NZE Waiver Application NZSX Listing Rule 9.2.1

1 Sep 2010 11:00 am

NZXR 01/09/2010 WAV/RULE

REL: 1100 HRS NZX Regulation

WAV/RULE: NZXR: NZE Waiver Application NZSX Listing Rule 9.2.1

September 1, 2010

NZX Market Supervision Decision New Zealand Experience Limited ("NZE") Application for waiver from Listing Rule 9.2

Background

1.NZE is listed on the NZSX market. H Anthony Arrell and Arthur Richard Andrew Scace as executors and trustees ("Trustees") of the estate of George Ryeson Gardiner (the "Gardiner Estate"), hold 74.86% of the shares of NZE. 2.On 14 July 2010, NZE released a statement to NZX that recorded that: (a)The Trustees of the Gardiner Estate had told NZE that they wished a process to be commenced seeking expressions of interest for their shareholding in NZE and that they wished NZE to assist in that process; and (b)The Directors of NZE had advised the Trustees that they would be willing to assist, while acting in the interests of all NZE shareholders. 3.NZE and the Gardiner Estate have entered into a process agreement ("Agreement") whereby: (a)NZE will assist the Gardiner Estate with the process of selling the Gardiner Estate's holding in NZE ("Services"); (b)the Gardiner Estate will bear NZE's actual costs incurred in providing the Services (including any costs relating to time spent by NZE's Independent Directors). 4.On 19 August 2010, NZE released a statement to NZX that recorded that, should the Gardiner Estate receive an offer acceptable to the Gardiner Estate, then the bidder would be obliged to make an offer to all NZE shareholders in the form and manner required by the Takeovers Code. 5.As the Gardiner Estate holds 74.9% of the shares of NZE, it is a Related Party of NZE for the purposes of NZSX Listing Rule 9.2.3(b), as it holds a Relevant Interest in more than 10% of NZE's shares. 6.The current market capitalization of NZE is $11.84 million. If the total amount paid by the Gardiner Estate to NZE for its Services exceeds $118,000, the Services will be a Material Transaction for the purposes of Listing Rule 9.2.2(e).

Application

7. NZE applies to NZXMS for a waiver from the requirement contained in Listing Rule 9.2.1 to seek shareholder approval of the Services to be provided to the Gardiner Estate. 8.In support of its application NZE submits that: (a)The policy objective of Listing Rule 9.2 is to prevent a listed company from entering into a transaction with a Related Party (which may have a degree of influence over the listed company) that is unduly favourable to the Related Party. (b)The Gardiner Estate will reimburse the actual costs incurred by NZE in providing the Services. There will be no element of negotiation of the costs between NZE and the Gardiner Estate and no opportunity for the Gardiner Estate to bring pressure to bear on NZE in respect of the amounts recovered. An element of those costs will be the costs of the time and attendances of Independent Directors of NZE in respect of the Services provided. The Independent Directors can be relied upon to protect their own interests in that respect. (c)It may be that the total costs payable by the Gardiner Estate for the Services under the Agreement will not exceed 1% of NZE's Average Market Capitalisation. If they do exceed that figure, they are not likely to exceed it by a substantial margin. The transaction contemplated by the Agreement is not, in reality, a significant transaction for NZE. (d)If the sale of the Gardiner Estate's holding in NZE proceeds by way of a third party making a Takeovers Code compliant offer for the NZE shares, the third party purchaser will be obliged to reimburse NZE for its costs in dealing with that offer from the time notice of the offer is given. (e)To comply with Listing Rule 9.2, NZE would be required to convene and hold a meeting of shareholders and to obtain an independent appraisal report. The cost of doing so would be completely disproportionate to any benefit to minority shareholders achieved by applying Listing Rule 9.2.

Listing Rule

6.Listing Rule 9.2.1 states that: An Issuer shall not enter into a Material Transaction if a Related Party is, or is likely to become: (a)a direct or indirect party to the Material Transaction, or to at least one of a related series of transactions of which the Material Transaction forms part; ... unless that Material Transaction is approved by an Ordinary Resolution of the Issuer. Listing Rule 9.2.2 states that: For the purposes of Rule 9.2.1, "Material Transaction" means a transaction or a related series of transactions whereby an Issuer: .... (e)provides or obtains any services (including without limitation obtaining underwriting of Securities or services as an employee) in respect of which the actual gross cost to the Issuer in any financial year (ignoring any returns or benefits in connection with such services) is likely to exceed an amount equal to 1% of the Average Market Capitalisation of the Issuer. In addition Footnote 1 to Listing Rule 9.2.1 states that: NZX may waive the requirement to obtain the approval of a resolution for the purposes of Rule 9.2.1 if it is satisfied that the personal connections with, or involvement or personal interest of a Related Party are immaterial or plainly unlikely to have influenced the promotion of the proposal to enter into the transaction or its terms and conditions.

Decision

7.On the basis that the information provided to NZXMS is full and accurate in all material respects, NZXMS grants NZE a waiver from the requirement in Listing Rule 9.2.1 to seek shareholder approval of the Services on the condition that the Independent Directors (as that term is used in the Listing Rules) of NZE certify to NZX that, in their opinion, the Services to be provided are in the best interests of the minority NZE Shareholders (being the NZE Shareholders other than the Gardiner Estate).

Reasons

8.In coming to the decision to grant NZE a waiver from Listing Rule 9.2.1 NZXR has considered the following matters: (a)The policy behind Listing Rule 9.2.1 is to ensure that there is no actual, or perceived, favourable treatment given to a Related Party that is a party to a Material Transaction. NZXMS takes comfort from the Independent Directors' certificate, that this is not the case. NZXMS is satisfied that, when considering footnote 1 to Listing Rule 9.2.1, the present circumstances are such that a waiver will not impugne the policy considerations of Listing Rule 9.2.1, and should therefore be granted; (b)NZXMS accepts NZE's submission that, were NZE required to convene and hold a meeting of shareholders, and to obtain an independent appraisal report, that the cost of doing so would be completely disproportionate to any benefit to minority shareholders achieved by applying Listing Rule 9.2; and (c)NZXMS will receive a certificate from the Independent Directors that the Services to be provided are in the best interests of the minority NZE Shareholders (being the NZE Shareholders other than the Gardiner Estate).

ENDS End CA:00199158 For:NZXR Type:WAV/RULE Time:2010-09-01:11:00:16

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