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TEL
19/09/2012 16:27
GENERAL
REL: 1627 HRS Telecom Corporation of New Zealand Limited
GENERAL: TEL: Trust Deed Amendments
TRUST DEED AMENDMENTS
Dear Stockholder
Telecom Corporation of New Zealand Limited ("TCNZ") and The New Zealand
Guardian Trust Company Limited ("NZGT") have today agreed to amend the trust
deed dated 25 October 1988 (as amended) under which Stock (eg. Telebonds and
domestic commercial paper) is issued (the "Trust Deed").
The amendments, which have been approved by NZX, are as follows.
Securities Regulations 2009
The Trust Deed has been amended to include the following, which are required
to be included by the Securities Regulations 2009:
o the form of the issuer;
o the governance requirements with which the issuer must comply;
o the frequency and content of the reports the issuer must provide to
the trustee;
o the frequency, procedures, business to be conducted and voting rights
for meetings of holders of debt securities; and
o the terms relating to the appointment and removal of the trustee and
the trustee's powers and duties.
Consolidated Reporting
The Trust Deed has been updated to include substantially the reporting
requirements with which TCNZ and TCNZ Finance Limited ("TCNZ Finance") (the
current issuer under the Trust Deed) currently comply in accordance with a
reporting waiver granted by NZGT on 31 October 2005 (and extended several
times). Essentially this allows TCNZ Finance to provide NZGT with the
financial statements of its consolidated group, rather than its guaranteeing
group, for so long as certain conditions are met.
No Adverse Effects
TCNZ, TCNZ Finance and NZGT are of the opinion that the above amendments are,
in relation to the Securities Regulations 2009 amendments, necessary to
comply with applicable law, and, in addition in relation to the above
amendments, appropriate and reasonable in all the circumstances, are not
likely to have a materially adverse effect on the ability of the guaranteeing
group to pay its liabilities due in the reasonably foreseeable future or to
be or become materially prejudicial to the general interests of Stockholders,
and do not adversely affect the interests of the Stockholders.
This notice is for your information only and no further action is required on
your part.
You can obtain a copy of the Trust Deed from Telecom by contacting the Group
Company Secretary at [email protected]. You may also inspect
the Trust Deed free of charge at Level 2, Telecom Place, 167 Victoria Street
West, Auckland. In each case you will be required to provide your contact
name and postal address.
Electronic versions of the Trust Deed can be found at:
http://investor.telecom.co.nz
Yours faithfully
Tristan Gilbertson
Group General Counsel and Company Secretary
End CA:00227489 For:TEL Type:GENERAL Time:2012-09-19 16:27:45
