Sharebroking services provided to you for listed securities are placed through Direct Broking Limited. Direct Broking Limited is an NZX Market Participant and is subject to the NZX participant rules.

Sharebroking services may also be subject to Australian Stock Exchange (‘ASX’) regulations or any other regulations of a Recognised Stock Exchange. EQUITY complies with relevant New Zealand legislation and industry best practices but is not itself a NZX Market Participant and is not subject to, nor does it have any rights under the NZX Participant Rules.

Advisory clients acknowledge that to the extent permitted by law, EQUITY disclaims all responsibility or liability for any loss or damage including consequential, direct or indirect loss or damage which may be suffered by any person relying upon information, opinion, conclusions or recommendations supplied by EQUITY whether that loss or damage is caused by any fault or negligence on the part of EQUITY or otherwise. You should make your own decision as to whether particular securities will meet your investment needs.

You agree that the information provided in the Application Form is accurate and complete in all respects. You further agree to notify EQUITY in writing and bearing the signature of the account holder(s), of any change of address or other material account changes.

Where your client account is held by more than one person, all parties accept that they are jointly and severally liable for any instructions or Orders given or made by any or all of them, any Authorised Representative or Agent and that EQUITY is entitled to act upon the instructions or Orders of any one of those persons unless written, signed instructions are provided to the contrary.

Instructions to trade on your account may only be given by you or an Authorised Representative or Agent. Any Orders placed or instructions given by an Authorised Representative shall be deemed to have been placed or given by you. In nominating an Authorised Representative, you warrant that the Authorised Representative is authorised to give Orders and instructions, that they have read and will comply with the terms and conditions of this Client Agreement and that you personally indemnify EQUITY against any costs or losses that we may suffer as a result of the Authorised Representative giving unauthorised or incorrect instructions or Orders or failing to comply with the terms and conditions of this Client Agreement.

If the person authorised to transact business on your behalf has been granted that authority by virtue of a Power of Attorney, then a copy of that Power of Attorney and Certificate of Non-revocation must be provided to EQUITY. Changes to the details of Authorised Representatives on an account must be submitted to EQUITY in writing and bearing the signature(s) of the account holder(s). New authorised representatives must provide contact details and photo identification with an appointment notice signed by all the account holders.

If you are a non-resident, you will be required to open a Direct Broking Call Account and maintain a balance sufficient to cover any buy orders placed. Credit will not be extended to clients living outside of New Zealand.

Know Your Client ('KYC') Obligations
Before EQUITY will open a client account for you or accept any instruction or Order, we are required to obtain from you the information requested within the Application Form and the documents described in this paragraph. All Applicants, Authorised Representatives and Agents must provide EQUITY with clear copies of current and valid verification of their identity. This may take the form of a valid driver’s licence or passport or other acceptable photo identification. EQUITY also requires verification of a facility (generally a Bank Account) held by you with a reputable financial institution (generally a Bank) which confirms that you are the account holder(s). Failure to provide verification for account information will result in EQUITY’s refusal to accept an account application.

Financial Transactions Reporting Act 1996
EQUITY is required to verify the identity of all clients and report any suspicious transactions to the appropriate regulatory body. Payment to a party, whether by cheque or direct credit, whose name does not match the client’s name will be subject to additional verification requirements.

You should be aware that prices of securities listed on a stock exchange or yields and any income generated by such securities may vary, either up and down, as a result of a number of factors, market risk, company, sector and country exposure risk, currency exchange risk, economic and political risk, impacting on the securities and the Issuer of the securities. The capital value of your investments may fall and you may not earn any income from your investments. We do not, nor do any of our directors, officers, agents or employees, guarantee the repayment of capital or the payment of income in respect of any investment made by us on your behalf.

Additionally, different financial instruments and markets bear different levels of risk. This is also the case for different types of trading such as trading in derivatives.

Your investments or any of your securities may not be appropriate or fit for the purpose for which you purchased them. If you are uncertain about a specific investment or related legal or taxation concern, EQUITY recommends that you seek independent expert advice.

Instructions may be given in writing, electronically (fax or email), over the telephone or in person. If you provide instructions in writing, whether faxed, emailed or posted, they will not be acted upon until we actually speak with you, so be sure to include your contact phone number in any correspondence. We will then contact you by phone to authenticate that the instructions are indeed form you. This policy is implemented to maintain strict controls of trading access for the security of your account.

EQUITY is under no obligation to accept any trading instruction from you and reserves the absolute right to decline to act on your behalf in relation to any particular instruction without explanation or notice. Additionally, where EQUITY believes an instruction to be ambiguous, incomplete or unclear, we reserve the right not to act on that instruction. Where an instruction is accepted, EQUITY will act only within the parameters of your instructions and you agree to pay all brokerage, fees, costs and charges relating to that Order to trade demanded by us. All Orders shall remain current until the Order is completed or cancelled by you or EQUITY.

Except as provided in the following paragraph, in relation to securities traded on the FASTER Trading System provided by NZX, Orders will be retained in the FASTER Trading System for a maximum of four weeks, while in relation to securities traded on the Australian market via the Stock Exchange Trading System, Orders will be retained in the Stock Exchange Automated Trading System for a maximum of four weeks.

NZX or any other regulatory body may withdraw the Order or we may withdraw the Order from the Order processing system operated by Direct Broking Limited. It is your responsibility to maintain sufficient contact with EQUITY while there is an outstanding Order on your account so as to enable you to identify and resubmit a withdrawn Order. While EQUITY may endeavour to notify the affected clients, we do not guarantee that we will be successful and accept no responsibility for any loss incurred directly or indirectly by you as a result of the withdrawal of an Order.

Fees and charges payable in addition to brokerage may include but are not limited to any fees, costs or charges incurred by EQUITY on your behalf. Should you fail to pay any amount owing under this Client Agreement, EQUITY may charge an administration fee to cover incidental costs that result or that are incurred in recovering this amount.

You agree that EQUITY may charge you a margin on all foreign currency conversions. The margin over the wholesale rate is determined by transaction specific factors including the size of the conversion and the currency being converted to.

When giving an Order to sell Australian securities, you must provide us with a full and valid Shareholder Reference Number (SRN) eg I003000123 at the time of the Order. Alternatively you can choose to operate a CHESS account with EQUITY. CHESS Sponsorship is recommended for EQUITY clients who trade on the ASX. It is a secure and efficient means of registering all your holdings under one Holder Identification Number (HIN).

Failure to provide the correct data or documentation will entitle EQUITY to buy back the securities, which are the subject of the contract note. You agree to indemnify EQUITY for all losses, administration fees, charges and brokerage associated with or arising from the repurchase.

Instructions or the sale of securities by a person other than the Applicant, Authorised Representative or Agent are prohibited.

Retention of FASTER Identification Number (FINs)
Client FINs are recorded only for the time required to execute transactions and then destroyed. You will be required to provided your FIN each time you place an order. EQUITY does not retain FINs in electronic form.

You acknowledge that in the event that a person obtains the FIN that you provide there is the risk that the person may:
a) use your FIN to fraudulently transfer any of your securities to another person;
b) disclose the FIN to another person who then does the above.

EQUITY undertakes that it will at all times use reasonable endeavours to protect your FIN from unauthorised use.

Sale Proceeds
Sale proceeds will be paid to the registered holder(s) of the securities, whether by transfer to a call account, direct credit to a bank account or cheque posted to the registered address, unless written and signed instructions from the account holder(s) are received by EQUITY.

Where you submit an Order to sell securities quoted in a foreign currency, sale proceeds will be converted to New Zealand dollars and the conversion price will be shown on the contract note, unless you have the instructions and facilities in place and EQUITY is willing and able to make payment in the foreign currency.

In order to change the bank account to which any amount payable to you is paid, you must provide written instructions, signed by the account holder(s) and must provide either a bank encoded deposit slip, cheque or bank statement in the name of the person to whom payment is to be made.

Where the registration address details provided to EQUITY differ from those held by the relevant registry, EQUITY is obliged to withhold the distribution of sale proceeds until the addresses are reconciled. You agree that you will reconcile the addresses immediately upon them becoming inconsistent. You acknowledge that EQUITY accepts no liability for any losses, actual or perceived, incurred as a result of any delay in distribution of sale proceeds caused by inconsistent registration details.

EQUITY may, at any time, require you to pay us an amount of money that we specify before implementing an instruction or Order to purchase securities or investments and EQUITY is under no obligation to implement your instructions until such payment has been made. In this regard, EQUITY requires that, where you are a new client, you must pay us any amount that we specify before we implement your first buy Order.

You owe all settlement obligations in relation to an instruction or Order you give or make directly to EQUITY. You agree to pay us the purchase price of the securities that we buy in implementing your Order, plus all applicable fees, taxes and duties and any brokerage and fees charged by us, and all other applicable costs or charges, immediately upon making an Order and no later than by 10:00am on the third Business Day after the date specified on the contract note. Where any amount owing from you to us in relation to your account is overdue, we may at our option charge you interest on the net amount owing in your account at the rate of up to 10% pa above the New Zealand bank bill rate or other rate promulgated on contract notes and in other correspondence. Interest will accrue on a daily basis from the date the amount becomes overdue to the date of actual payment.

Where you fail to settle or complete a contract or fail to pay any amount due in respect of an instruction, EQUITY has direct rights against you, including the right to sell the securities relating to the contract. This obligation applies to clients who instruct EQUITY directly and to clients where instructions are given on their behalf by an authorised intermediary, Authorised Representative or Agent. You agree to indemnify us for all losses, charges, administration fees and brokerage and all costs and expenses on a solicitor/client basis which EQUITY may incur as a result of or in connection with a failure to settle or pay any amount due in respect of a contract, instruction or Order or a failure to provide your CSN to EQUITY. Any payment made to EQUITY will be used to offset EQUITY’s brokerage and fees, then to any charges incurred in settling the contract, including debt recovery and finally to the settlement of the securities.

You acknowledge that it is your responsibility to ensure that all details relating to your Orders are accurate, including without limitation the name of the Security, the volume of the Security and the total value of the Order.

If you wish to amend or cancel an Order, you must do so only by giving specific instructions to EQUITY for the amendment or cancellation of that Order. In the event that part of your Order is filled prior to the amendment or cancellation instruction being effected, you will be liable to settle the partially filled Order.

You acknowledge that Orders received outside hours during which NZX or ASX or other exchange is open will not be implemented until the commencement of the next Business Day

Contract Notes
EQUITY will issue contract notes, either by emailing you a PDF contract note or posting you a physical contract note, confirming the details of any Orders implemented on your behalf. Please check the details on the contract note and advise us immediately of any errors or omissions. While EQUITY cannot guarantee correction of any error or omission, we will take all practicable steps to remedy such an error or omission.

Payment of the amount stated in the contract will confirm your acceptance of the accuracy of the contract note.

Discretions
You acknowledge that EQUITY is not obliged to accept you as a client, nor to provide you with any explanation for refusing your application or refusing to continue to act on your behalf, where a decision is made to do so.

You acknowledge that EQUITY may, at its discretion, impose whatever limits or conditions it considers appropriate on your trading account and that these limits or conditions may be changed by EQUITY at any time without an obligation to provide you with any explanation, where a decision is made to do so.

You and any Authorised Representative or Agent may instruct EQUITY to deal in securities or provide you with securities advice. EQUITY may at any time, and at its sole discretion, decline such instructions or cancel any Order or generally prohibit or restrict you from trading in securities, without the need to provide any reason for its decision.

Supplementary Agreement
This Client Agreement may be supplemented by further supplementary agreements, the terms and conditions of which govern particular investments and/or types of transactions.

Duty of Care
EQUITY and its client advising employees have a duty of care to act with professionalism and objectivity. EQUITY must ensure client information is kept confidential except as required for the provision of services to you. Any advice given to you must be properly researched and there must be a reasonable basis for any recommendation.

Disclosure of Interests
EQUITY may act in a transaction involving securities in which you may have an interest and in which an accredited or approved professional participant in the markets provided by NZX and/or ASX or any person connected or associated to such participants acquires or disposes of the beneficial interest in such securities. EQUITY may be acting as agent for the buyer and seller in a transaction and may be earning income from both parties to that transaction.

CHESS Sponsorship
CHESS Sponsorship is recommended for EQUITY clients who trade on the ASX. Further details and a CHESS application form are included in the information pack and available on our website. By opening an account with EQUITY the client unconditionally agrees to the terms and conditions of CHESS sponsorship.

Privacy Act 1993
You authorise EQUITY to collect, hold, disclose to or request from any entity such information as may be required to conduct our credit, verification or security checks, to administer your account and carry out your instructions and to provide you with information relating to our other products and services. You authorise EQUITY to disclose any information we hold to Direct Broking Limited (which you authorise to disclose such information to the NZX), other financial service providers or any other person, in the provision of services to you, the fulfilment of obligations under New Zealand and/or Australian regulations and law, or in the retention of debt recovery agencies. If you do not provide the information sought, we may terminate your account with us or suspend services to you.

You acknowledge that EQUITY records and retains all telephone conversations for verification, audit and training purposes.

Any information held by EQUITY will be subject to all relevant legislation and regulations relating to the collection and administration of personal information.

Indemnity
You acknowledge and accept that placing an Order with EQUITY, including market Orders, either electronically or otherwise, does not guarantee execution of the Order, and you agree that EQUITY shall not be responsible or liable for any costs, losses, damages or claims that result where any Order is not executed.

When you place a request to cancel an Order, the cancellation of that Order is not guaranteed. Orders will only be cancelled if your request is received at a time when the NZX or ASX (as applicable) is open for trading and matched up with the Order before the Order is executed. At any time when the NZX or ASX is open (as applicable) is open for trading it is rarely possible to cancel market Orders as market Orders are subject to immediate execution. Do not assume that any Order has been executed or cancelled until you have received a transaction confirmation from EQUITY via mail, e-mail or the website.

You agree to indemnify and hold EQUITY harmless from any and all claims, and agree that EQUITY shall not be liable for any loss, damages, expense, claim or payment, actual or perceived, caused or arising directly or indirectly by government restriction, exchange or market regulation, suspension of trading, war, strike, equipment failure, communication line failure, system failure, security failure on the Internet, unauthorised access, theft, or any problem, technological or otherwise, that might prevent you from entering, or contacting EQUITY to execute an Order, or other conditions beyond our control. You further agree and understand that you will not be compensated by EQUITY for "lost opportunity", where we were unable to implement an Order due to technical difficulties and the securities that you wished to purchase increased in value, or the securities that you wished to sell decreased in value. Furthermore, in a technical environment, should an error occur with respect to the tracking of any account holding or Order entry, the true, actual and correct transaction or position will be restored. It is your responsibility to ensure account correctness and accuracy and to contact EQUITY immediately with any discrepancies.

Consumer Guarantees Act 1993
You agree that where you are not a “consumer” as defined in section 2 of the Consumers Guarantee Act 1993, or where you acquire or hold yourself out as acquiring, our services under this Client Agreement, for the purposes of a business, the Consumer Guarantees Act 1993 will not apply.

Disclosures Required by Law
You acknowledge that, in certain circumstances, we may be required by law to disclose information relating to you or your securities. You authorise us to make such disclosure.

Disclosures
You acknowledge that you have read and received the Investment Advisers’ and Brokers’ and Client Delivery and Settlement Disclosure Statements attached to this Client Agreement.

Allocation Policy
Instructions and Orders from clients to purchase or sell securities shall be attended to by us in the order in which they are received and entered through Direct Broking Limited into the FASTER Trading System. Orders may be transferred into a pool account prior to the allocation of securities. In that case, we will allocate the relevant securities at our discretion having regard to:

a) the overriding obligation that we act in the best interests of our clients;
b) the size of each Order comparative to any other Orders;
c) the nature of the instructions or discretion given to us by a client;
d) the time each Order was received;
e) the nature of the market for the securities to be allocated (particularly volume and price volatility); and
f) such other relevant factors as we may consider appropriate.

Bringing Orders to Market
Unless you instruct otherwise, we will implement your Orders by placing them to the market through Direct Broking Limited in such manner as we consider appropriate having exercised this discretion with care. This means we may:

a) accumulate or bundle Orders coming to Market;
b) delay executing your Orders; or
c) delay Orders to satisfy Crossings.

You may at any time give us an instruction either generally, or in relation to a particular transaction, as to how you wish an order to be implemented.

Termination
This agreement may be terminated by either party by giving written notification to the other party. Termination does not affect and shall not relieve you from any liability or any obligation incurred prior to termination.

Governing Law and Jurisdiction
EQUITY’s terms and conditions are subject to the prevailing laws of New Zealand. You agree to submit to the non exclusive jurisdiction of the Courts of New Zealand.

Definitions
The words “EQUITY”, “we”, “us” and “our” refer to Equity Investment Advisers Ltd, Limited and any other associated entity;
A reference to you as our client refers to not only yourself, but where appropriate to any other person(s) who you have advised us are authorised to act on your behalf and, where we deem it appropriate, to any underlying client relating to an Intermediary;
A reference to securities includes securities, stocks, bonds, tradeable contracts and other negotiable instruments and securities in New Zealand and overseas;
The singular includes the plural and vice versa;
A reference to a gender includes a reference to each other gender;
A reference to a statute, rules and regulations or a provision thereof includes a reference to them as amended or re-enacted from time to time;
A reference to a person includes a reference to a firm, trustee, a corporation or other corporate body; “Agent” means a person specified as an applicant in the Application Form;
“Application Form” means the application form in regard to being a client of EQUITY;
“Authorised Representative” means a person specified as an authorised representative in the Application Form or (ii) in writing submitted to EQUITY and bearing the signature(s) of the account holders;
"Business Day means a day on which the NZX and ASX (or other exchange) are open for trading;
"CHESS Sponsor" means a broker or other ASX participant connected to the Clearing House Electronic Subregister System operated by the ASX;
“Client Agreement” means all of the terms, conditions and acknowledgements set out above, the Application Form, and the terms, conditions and any acknowledgements in any supplementary agreement;
“Minor” means a person under the age of 18;
"Direct Broking Call Account" means the Group Investment Fund managed by Dorchester Funds Management Limited;
"Order" means any instruction to purchase or sell (or take any other action in respect of) any interest or right whatsoever with regard to any capital assets, earnings, royalties, or other property of any person or any instruction to amend or cancel a previous instruction to purchase or sell (or take other action);
“Participant Rules” mean the New Zealand Exchange Limited Participant Rules and Guidance Notes, as amended from time to time.

EQUITY Company Disclosure Statement (as required under the Investment Advisers (Disclosure) Act 1996)

Equity Investment Advisers Limited is a wholly owned subsidiary of Dorchester Pacific Limited. Dorchester Pacific Limited is a listed New Zealand finance company offering nationwide broking, insurance, superannuation and commercial lending services. Equity Investment Advisers Limited provides investment advice and promotes a wide range of investment products. Equity Investment Advisers Limited transacts business with institutions, investment professionals and individuals.

Equity Investment Advisers Limited has offices in Auckland and Tauranga with the Head Office located at Level 2, Dorchester House, 142 Broadway, Newmarket, Auckland. Main telephone 09 522 4567.

Services Offered
Equity Investment Advisers Ltd facilitates investment in equity and debt markets, via the internet and telephone trading. Equity Investment Advisers Ltd provides portfolio advice, research on New Zealand and Australian shares, fixed interest funds management and access to managed funds, unit trusts and new issue products. It also provides portfolio account management and administration services (Equityplus) using an independent nominee. A Call Account facility (Direct Broking Call Account) is also available to EQUITY clients through Dorchester Funds Management Limited.

Qualifications and Experience
Equity Investment Advisers Ltd was established as Equity Research Limited in 1985 and has operated in the investment advisory industry since that time.

EQUITY Advisers
No Equity Investment Advisers Ltd investment adviser or investment broker, nor any director of Equity Investment Advisers Ltd, has been:

• Convicted of an offence involving the Investment Advisers (Disclosure) Act 1996 or a crime involving dishonesty, or been a director or principal officer of any body corporate so convicted; or
• Adjudged bankrupt; or
• Prohibited from engaging in the management of a company or business.

All EQUITY’s advisers bring the highest standards of ethical business practice and quality of advice to clients of EQUITY.

Handling of Client Monies

The disclosure in this section is made on behalf of Equity Investment Advisers Ltd, its directors, and the investment advisers and investment brokers who act for and on behalf of EQUITY jointly and severally.

If you are investing using our client broking service for transactions on NZX or ASX, investment money received from you or on your account will be held in the Direct Broking Limited trust account until disbursed or distributed in accordance with client instructions. This means that at no time are client funds used or able to be used as security for any obligation of EQUITY or any EQUITY Adviser. Deposits, which can be made by direct credit or cheque, are held in the client trust accounts and are reconciled daily, with all movements in and out of the account recorded. You may request details of your own records at any time. NZX may, at its discretion from time to time, carry out inspections with regard to Direct Broking Limited complying with the NZX Participant Rules including in respect of the Direct Broking Limited client trust account and the receipt, holding and distribution of investment money.

You may also choose to invest any investment money, sale proceeds, or money payable to you into your Direct Broking Call Account.

The Direct Broking Call Account is a Group Investment Fund managed by Dorchester Funds Management Limited, which is available to transact securities trading settlements. Transaction Statements are sent to active clients on a monthly basis. The Direct Broking Call Account is a separate entity to EQUITY. Investment money can be paid to the Direct Broking Call Account by direct credit or cheque.

The Trustee of the Direct Broking Call Account is New Zealand Permanent Trustees Limited, which is the corporate arm of the Public Trust. The Trustee has the responsibility of ensuring the fund is managed within the terms of the Prospectus and Trust Deed. Money deposited into the Direct Broking Call Account is held by New Zealand Permanent Trustees on trust for unit holders. The Direct Broking Call Account is independently audited each financial year by Staples Rodway. The receipt, holding and disbursement of investment money and units in the Direct Broking Call Account are not audited.

Where client funds are to be paid out by EQUITY, payments are made to a bank account in the registered name of the seller/transferee, unless alternative written instructions are issued by an authorised representative, or by non-transferable cheque in the registered name of the seller/transferee, posted to the registered address. Any bank cheque, third party cheque or third party direct debit may require identity verification and reporting pursuant to the Financial Transactions Reporting Act 1996.

With the following exceptions, neither EQUITY nor EQUITY’s advisers or brokers can use investment money or property for the benefit of anyone other than you:

• The payment of fees as agreed by you; and
• Where you fail to make any payment owing by you, we can use your investment money or the sale proceeds of any of your securities held on your behalf to satisfy that payment.

Handling of Client Property
The disclosure in this section is made on behalf of Equity Investment Advisers Ltd, its directors, and the investment advisers and investment brokers who act for and on behalf of EQUITY jointly and severally.

EQUITY does not handle client property except when security certificates are required to make a transaction or transfer. In such cases, EQUITY will send such property to the registrar or other intermediary in relation to such transactions and in accordance with client instructions. EQUITY does not provide custodial services directly.

Disclosure of Interest
EQUITY charges brokerage on all Security and tradeable fixed interest transactions. EQUITY or its investment advisers may receive fees for the successful placement of investment products with clients or for introducing business to a third party. Such fees are generally a percentage of the amount invested. EQUITY may also transact business with its clients as a principal. In this case prices quoted to clients are inclusive of all transaction charges. Brokerage, fees and commissions will vary from time to time and will also vary according to the method of payment, whether you use the services of one of our investment advisers and the value of the trade. Standard brokerage charges are in your Client Application Pack or available on the EQUITY website.

EQUITY or any investment adviser acting for or on behalf of EQUITY, or any person associated with them, may, from time to time, hold securities, be a promoter of securities, or otherwise be associated with the issuer securities being the subject of advice given to you.

Client Delivery and Settlement Disclosure Statement

a) Equity Investment Advisers Ltd, whose registered address is Level 17, Auckland Club Tower, 34 Shortland Street, Auckland settles trades on behalf of you.
b) Equity Investment Advisers Ltd carries out the settlement obligations for all trades implemented for you and you must settle (or pay) as principal with Equity Investment Advisers Ltd or the relevant counterparty. You therefore owe your settlement obligations directly to Equity Investment Advisers Ltd.
c) If you fail to pay an amount due in respect of a trade, or fail to complete a contract, Equity Investment Advisers Ltd has rights against you including the right to sell the securities relating to that trade.
d) You agree with Equity Investment Advisers Ltd to the terms set out in this disclosure statement and an agreement is deemed to come into existence immediately upon any instruction by you to purchase or sell securities.