Spark New Zealand Limited (SPKKY) 424B3 Prospectus supplement

Rule 424(b)(3)

File No. 333-143386

OVERSTAMP: Effective August 8, 2014, the Company’s name changed to Spark New Zealand Limited and the Company’s Internet website address changed to investors.sparknz.co.nz.

OVERSTAMP: Upon effectiveness of the termination of the Company’s reporting requirements under the Exchange Act, the Company will publish information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended, on its Internet web site or through an electronic information delivery system generally available to the public in its primary trading market. The Company’s Internet web site address is www.telecom.co.nz.

INCERTAINCIRCUMSTANCESSHARESREPRESENTEDBYTHISRECEIPT MAYBESOLDWITHOUTTHECONSENTOFOWNERS.INADDITION THERIGHTOFOWNERS OF RECEIPTS TO DIRECT THE VOTING OF

SHARES MAY BE RESTRICTED AS DESCRIBED IN PARAGRAPH 9BELOW.

No.

[Sponsored-Exempt] AMERICAN DEPOSITARY SHARES (Each American DepositaryShare represents eight(8)deposited shares)

THEBANK OF NEW YORK AMERICAN DEPOSITARY RECEIPT

FORORDINARY SHARES HAVING NO PARVALUEOF TELECOMCORPORATION OFNEW ZEALAND LIMITED (INCORPORATED UNDERTHE LAWS OF NEWZEALAND)

The Bank of New York as depositary (hereinafter called the "Depositary"), hereby

certifiesthat-------------------------·

orregistered assignsISTHE OWNER OF AMERICAN DEPOSITARY SHARES

representingdeposited Ordinary Shares (herein called "Shares") of Telecom Corporation of New Zealand Limited, incorporated under the laws of New Zealand (herein called the "Company"). At the date hereof, each American Depositary Sharerepresents eight (8) Shares whichare either deposited or subject to deposit under the deposit agreement at the principal Melbourne, Victoria,Australiaoffice of Australia and New Zealand Banking Group Limited,the principal Melbourne,Victoria, Australia office of NationalAustralia Bank or the principalWellington, New Zealand office ofthe Bank of New Zealand (herein collectively called the "Custodian"). The Depositary'sCorporate Trust Office is locatedata different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street,New York, N.Y. 10286, and its principal executive office is locatedat One Wall Street,New York,N.Y. 10286.

THEDEPOSITARY'S CORPORATE TRUSTOFFICE ADDRESS IS 101 BARCLAY STREET, NEWYORK, N.Y. 10286

1. THE DEPOSIT AGREEMENT.

This American DepositaryReceipt is one of an issue (herein called "Receipts"), all issued and to be issued upon theterms and conditionsset forth in the amendedand restated deposit agreement dated as ofJune 13, 2007 (herein called the "Deposit Agreement"), by and among the Company, the Depositary, and all Owners and Beneficial Owners from time to time of Receipts issued thereunder, each of whom by accepting a Receipt agrees to become aparty thereto and becomebound by all the terms and conditionsthereof. The Deposit Agreement sets forth the rights of Owners and Beneficial Owners of the Receipts and the rights andduties of the Depositary in respect of theShares deposited thereunderand any and all other securities, property and cash from timeto time received in respect of such Shares and held thereunder (such Shares, securities, property, andcash are herein called "Deposited Securities"). Copies of the Deposit Agreement are on file at the Depositary's Corporate Trust Office in New York Cityand atthe offices of the Custodian.

The statementsmade on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized termsnotdefinedhereinshallhave the meanings set forth in the Deposit Agreement.

2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

Uponsurrenderat the Corporate Trust Office of the Depositary of this Receipt, and upon payment of the fee of theDepositary provided in this Receipt and payment of all applicable taxes and governmental charges, and subject to the terms and conditions of the Deposit Agreement, the Owner hereof is entitledto delivery, to him or upon his order, of the Deposited Securities at the time represented by the AmericanDepositary Shares for which this Receipt is issued. Delivery of such DepositedSecurities may be made by the delivery of (a) certificates inthe name of the Owner hereof or as ordered by him or by the delivery of certificates properly endorsedor accompanied by proper instrumentsof transfer and anynecessary tax stamps affixed and(b) anyother securities, property and cash to which such Owner is thenentitled in respect of this Receipt. Such delivery will

be made at the option of the Owner hereof, either at the office of the Custodianorat the CorporateTrustOfficeofthe Depositary, provided thatthe forwarding ofcertificates for Shares or otherDeposited Securities for such delivery atthe Corporate Trust Office ofthe Depositary shall be attheriskandexpenseof the Ownerhereof.

3. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

The transfer of this Receipt is registrable on the books of the Depositary at its Corporate Trust Office by the Ownerhereof inperson or by a duly authorized attorney, upon surrender of this Receipt properly endorsed for transfer or accompaniedby proper instruments of transfer. This Receipt may be split into other such Receipts, or may be combined with othersuch Receipts into one Receipt, representing the sameaggregate numberof American Depositary Shares as the Receipt or Receipts surrendered.As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, orsurrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrarmay require, or theCompany may reasonably require by written request to the Depositary, payment from the depositorof Shares or the presentor of the Receipt of a sumsufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee withrespect thereto (including any suchtax or charge and fee with respect to Shares being deposited or withdrawn)and payment of any applicable fees as provided in this Receipt, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreementor this Receipt, including, withoutlimitation, this Paragraph (3) and Paragraph (23) of this Receipt.

The delivery of Receiptsagainst deposits of Shares generallyor against deposits of particularShares may be suspended, or the transfer of Receipts in particular instances may berefused, or the registrationof transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar are closed, or if any such action is deemed necessary or advisable by the Depositary orthe Company at any time or from time to time because of anyrequirement of law or of any governmentor governmental body or

commission or anysecurities exchange on which the Shares or American Depositary Shares are listed for trading, or underany provision ofthe Deposit Agreement, or for any other reason, subject to Paragraph(23) hereof. The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing thetransfer books of the Depositary or the Company or the deposit of Shares in connection withvoting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance withany U.S. or foreignlaws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities, and (iv) any otherreason that may at any time be specified inparagraph l.A.(l ) oftheGeneral Instructions to Form F-6 (as such General Instructions may be amended from timeto time). Without limitation of the foregoing, the Depositary shall not knowingly accept for depositunder the Deposit Agreement any Shares required to beregistered under the provisions of the Securities Act, unless a registration statement is in effect as to suchShares.

4. LIABILITY OF OWNER FOR TAXES.

Ifany tax or other governmental charge payable bythe Depositary or the Custodian shall become payable with respectto any Receipt or any Deposited Securities represented by any Receipt, such tax or other governmental charge shall be payable by theOwneror Beneficial Owner of such Receipt to theDepositary,provided that the Owner and the Beneficial Owner shallremain jointly liable for such taxes or charges and the Depositary may enforce payment against the Owner or Beneficial Owner at its absolute discretion ... The Depositary may refuse to effect any transfer of such Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced bysuchReceipt until such paymentis made, and may withhold any dividends or otherdistributions, or may sell for the account of the Owner or Beneficial Owner thereofany part or all ofthe DepositedSecurities represented by the American Depositary Shares evidencedby such Receipt,and mayapplysuch dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge andthe Owner or Beneficial Owner of such Receipt shall remain

liable for any deficiency. The Custodian may refuse toaccept the deposit or Shares, and the Depositary may refuse to issue American Depositary Shares, todeliver American Depositary Receipts,to register the transfer, split-up or combination of American Depositary Receipts, and to permit the withdrawal of Deposited Securities until payment in full of such tax or charge. Every Owner and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodianand any of theiragents, officers, employees and affiliates for, and to hold each of them harmlessfrom, any claims withrespect to taxes (including applicable interest andpenalties thereon) arising from any tax benefit obtained for such Owner and/or Beneficial Owner.

5. WARRANTIES OF DEPOSITORS.

Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefore, if applicable, are validly issued, fully paid, legally obtained nonassessable, free of any preemptive rights of holdersof outstanding shares, are not a holding, or part of a holding, in which a person has a RelevantInterestin Shares in breach of the Constitution and that the person making such deposit isduly authorized so to do, and that Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, andare not, and the American Depositary Shares issuableupon such deposit will not be, Restricted Securities and the Shares presented for deposit have not been stripped ofany rights or entitlements.Every such person shall also be deemed to represent that the deposit of such Shares or sale of Receipts evidencing American Depositary Shares representing suchSharesbythatperson is not restricted under the Securities Act.In addition, each Beneficial Owner shall bedeemed to represent and warrant that by owning from time to time any beneficial interest in any American Depositary Shares issued hereunder thatit is a person with Relevant Interest. Such representations and warranties shall survive thedepositand withdrawal of Shares and issuance andcancellation or transfer of Receipts.Ifany such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expenseof the person depositingShares, to take any and all actions necessary to correct the consequences thereof.

Each Owner andBeneficial Owner hereby represents andwarrants at all times that their Receipts are not aholding or part of a holdingin which a person has a Relevant Interest in Shares in breach of the Constitution.

6. FILING PROOFS,CERTIFICATES, AND OTHER INFORMATION.

Anyperson presentingShares for deposit or any Owner or any Beneficial Owner of a Receipt may be required, and every Owner and Beneficial Owner agrees, from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges,exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, Deposited Securities, or such information relatingto the registration on the books of the Company or the Foreign Registrar,and toprovide such other information or documentation (or, inthe case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the approved agent of the Company for the registration and transfer of Shares) as the Depositary or the Custodian may deem necessary or proper,if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper to comply with applicable laws, regulations or theConstitution or to enable the Depositary to perform its obligations hereunder, or as the Company may reasonablyrequire by written request to the Depositary. The Depositarymay withhold the delivery or registration of transfer of anyReceipt or the distribution of any dividend or saleor distributionof rights orof the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties made,or such other documentation or information provided, to the Depositary'ssatisfaction and, if such document or information has been requested by the Company, it shall be provided to the Depositary's satisfaction consistent with reasonable criteriarequested of the Depositaryby theCompanyin writing. The Depositary shallprovide the Company,upon its request, with copies of documents it receivespursuant to this Paragraph and Section3. of the Deposit Agreement. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not

provided by the Owners orBeneficial Owners or (ii) verify or vouch for the accuracy of the information providedby the Owners or Beneficial Owners. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary (which may be an opinion of counsel satisfactory to the Depositary), thatany necessary approval has been granted byany governmental bodyin New Zealand which is then performing the function of the regulation of currency exchange.

7. CHARGES OFDEPOSITARY.

The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only inaccordance with agreements in writing entered intobetween the Depositary and the Companyfrom time to time. The Depositary shall present itsstatement for such charges andexpenses to theCompany once every three months. The charges and expenses of the Custodian, any co-Registrar or co-transfer agent are for the sole account ofthe Depositary.

The following charges shall be incurred by any party depositing or withdrawing Sharesor by any party surrendering Receipts or to whom Receipts areissued (including, without limitation, issuance pursuantto a stock dividend or stock split declared by the Companyor an exchange of stock regardingthe Receiptsor Deposited Securities or a distribution of Receipts pursuant to Section4.3 of the Deposit Agreement), or by Owners, asapplicable:(1)taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers ofShares generally on the Share register of the Company or Foreign Registrar andapplicable to transfers of Shares to or from the nameof the Depositary or its nominee or theCustodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement,(3) such cable, telex and facsimile transmission expensesas are expressly provided in the Deposit Agreement,

(1)suchexpenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of theDeposit Agreement, (5)a feeof $5.00 or less per 100 American Depositary Shares (or portionthereof) for the execution and delivery of Receiptspursuant to Section2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant toSection 2.5 or 6.2 of the Deposit Agreement, (6) to the extent permitted by the rules of any securities exchange on which the American Depositary

Shares may be listed for trading, a feenot in excess of $.02 or lessper American Depositary Share (orportion thereof) for any cash distribution made pursuant to the Deposit Agreement, including,but not limitedto Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee forthe distribution of securities pursuant to Section4.2 ofthe Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been chargedas aresult of thedeposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of theDepositary'sagents in connection with the servicing of Shares or other DepositedSecurities (which charge shall be assessedagainst Owners as of the date or dates set by the Depositaryin accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting suchcharge from one or more cash dividends or other cash distributions).

The Depositary, subject toParagraph (8) hereof,may own and deal in any class of securities of the Company and its affiliates and in Receipts.

8. PRE-RELEASE OF RECEIPTS.

Notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute anddeliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement("Pre-Release"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement,deliverShares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receiptsin lieu of Shares in satisfaction of a Pre-Release. Each Pre-Releasewill be (a) preceded or accompaniedby a written representation from the person to whom Receipts are to be delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case maybe, (b) at all times fully collateralized with cash or such other collateral asthe Depositary deems appropriate, (c) terminable by the Depositary on not more thanfive (5) business days notice, and(d) subject to such

further indemnities and credit regulationsas the Depositary deemsappropriate.The number of American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) ofthe Shares deposited under theDeposit Agreement; provided, however, thatthe Depositary reservesthe right to change or disregard suchlimitfrom time totime as itdeems appropriate.

The Depositary may retain for its ownaccount any compensation received by it in connection with the foregoing.

9. RESTRICTIONS UPON OWNERSHIP.

(a)Each Owner and Beneficial Owner of Receipts acknowledgesand agrees that

(i)each Share, and the terms upon which it is held by the Depositary, is subject to and governedby the Constitution and the provisionsof Paragraph(9) of this Receipt and Section 3.4of the Deposit Agreement shallapply notwithstanding any other provision in thisReceipt and the Deposit Agreement to the contrary, (ii) except asotherwise provided in the Constitution, such Owner's or Beneficial Owner's Receipts represent a Relevant Interest in Voting Shares (as defined in the Constitution and hereinafterreferred to as "Shares" for purposes ofsubparagraphs (a) to(g) of thisParagraph (9)) (iii), (a) no person shall have aRelevant Interest in 10 percent ormore ofthe total Shares outstanding other than in accordance with the prior written approval of the KiwiShareholder(as defined in the Constitution) and the Board of Directors of the Company (the "Board") and

(b)noperson other than a New ZealandNational(as defined in the Constitution) shall have a Relevant Interest in more than 49.9 percent of the total Shares outstanding, other than in accordance with the prior written approval of the KiwiShareholder (such limitations being hereinafter referred to collectively as the "Limitation", and Shares designatedbya notice describedin subparagraph (d) hereinas a Disenfranchisement Notice as being declared to be held inbreach of the Limitation being hereinafter referred to as "Affected Shares"), (iv) any Owner or Beneficial Owner of Receipts or any other person shall be bound by the Limitation, (v) the Board and/or the Kiwi Shareholder may, under the Constitution, enforce the Limitation against the Depositary or the Custodian or any oftheirrespective nominees (including without limitation, causing thewithdrawal of

the right of the Depositary or the Custodianor any of their respective nominees to vote Affected Shares, or causing a sale of all orpart of the Affected Shares), and (vi) each Owner or Beneficial Owner ofReceipts shall,on behalfof the Depositary orCustodian, provideinformationrequired by, and comply with requestsfromtheCompany,theBoard or the Kiwi Shareholder toprovide information pursuant to New Zealand law, therules and requirements of theNew Zealand StockExchange, and any otherstock exchange on which the Shares are,or will be, quoted, traded or listed or the Constitution, including among other things, information in such form as the Company, the Board or the Kiwi Shareholder may requestas to the capacity in whichsuch Receipts or the Shares representing such Receipts areowned or held, regarding the identity and address of any person (includingsuch Owner or Beneficial Owner of Receipts)havinga Relevant Interest in Shares by virtue of an interest in such Receipts (such person orpersons hereinafter being referred to as a "Beneficial Holder") andthe nature and extent of the interest of such Beneficial Holder,and suchotherparticulars aswill orare likely toassist in identifying a Beneficial Holder with aRelevantInterest in Sharesand the nature ofthat Relevant Interest.

(b)Every Owner and Beneficial Owner of Receipts to whoma request is made in accordance with the provisions of subparagraph (a)(vi) shall ensure that the Depositary is informed in writing of all relevant information concerning whether one or morepersons have or may have a Relevant Interest in Shares by virtue of an interest in Receipts. The Depositary shall forthwith pass on all such information to the Company, unless otherwise instructed inwriting by the Company. The Depositary agrees to use its reasonable efforts to forward, upon the request of the Company,and at the Company's expense, any such request from the Company tothe Ownersand to forward to the Company any such responses to such requests received by the Depositary.

(c)IftheDepositary or its nominee (or theCustodian or any nominee of the Custodian)receives a notice that the Boardor the Kiwi Shareholder intends to declare that certainShares are Affected Shares, then the Depositary shallsend a copy of such notice to the Beneficial Holder specified. Such notice is hereafter referred to as an

"Intention Notice".Ifthe Board or the KiwiShareholder does not specify a particular Beneficial Holder, then such Intention Notice shall apply to every Owner and the Depositary shall forward such notice to every Owner. Any Owner or Beneficial Owner of Receipts or a person nominated by an Owner orBeneficialOwner of Receipts may make representations to the Board or the Kiwi Shareholder (as the case may be) for and on behalf ofthe Depositary or the Custodianas the registered Shareholder as to why such Shares should not be treated as Affected Shares.

(d)Ifthe Depositary or its nominee (or the Custodian or anynominee of the Custodian) as registered holder of any Shares receivesa noticefrom the Board or the Kiwi Shareholder pursuant to the Constitution stating that some or all ofthe Shares have been declared to beAffected Shares, (such notice being hereinafter referred to asa "Disenfranchisement Notice") then the Depositary shall take the actions as set forth in subparagraph(e) of this Paragraph (9). The Company shall take all reasonable steps to identify the Beneficial Holder who has a Relevant Interest in Shares in breach of the Limitation and shallconsultwith theDepositary prior to forwarding such Disenfranchisement Notice.

(e)Following the receipt of a Disenfranchisement Notice, the Depositary shall give notice to eachBeneficial Holder whose name and address is specified in a Disenfranchisement Notice, of the action that is to be taken under subparagraph (e) hereof and of the relevant matters provided for inthis Paragraph (9) and, if such Beneficial Holder is specified inthe Disenfranchisement Notice, include in the notice that such Beneficial Holdermust also act in accordance with subparagraph(f)hereof, and the Depositary shall also deny the voting instructionrights attaching to any Receipt which represents Affected Shares (a "Relevant Receipt") tothe extent that thevotingrights attaching to Affected Shares represented by a Relevant Receipt are denied to the Depositaryor the Custodian or their respective nominees as notified in the Disenfranchisement Notice.Ifa Disenfranchisement Notice does not specify the name and address of a Beneficial Holder thentheDepositary shallgive suchnotice to all Owners and deny voting instruction rights pro rata as to all outstanding Receipts.

(f)In the eventaBeneficial Holder receives a notification that he has an interest in Shares which are declared to be Affected Shares, he shall immediately take allsuch steps asmay be required to become the registered Owner of the Relevant Receipts on the books of the Depositary.

(g)(i)Ifthe Disenfranchisement Notice does not state the number of Shares to which it applies, then the total number of the Shares represented by the total number of Receipts held by a named Beneficial Holder shall be deemed to be Affected Shares; (ii) if the Disenfranchisement Notice identifies the number ofAffected Shares and relates them to one or more specified BeneficialHolders, then the provisions of this Paragraph (9) shallapply to thenumber of Receipts in thename of each suchspecified Beneficial Holder or Beneficial Holders representing that number of AffectedShares, and (iii) neither the Board nor the Kiwi Shareholder shall be under any obligation to make any statement in a Disenfranchisement Notice concerning the matters referred to inthis subparagraph (g),but the Board or Kiwi Shareholder may make a statement inthe Disenfranchisement Notice which combinesthe effect ofthe matters set forth above.

(h)Under the Constitution the Board and the Kiwi Shareholder have the authority to sell the Affected Shares for the account of the registered holder. Prior to selling such Affected Shares the Company shall consultwith the Depositary. In addition,if the Company becomes aware that the Kiwi Shareholder is intending to sell such Affected Shares, the Company will request that the Kiwi Shareholder consult with the Depositary.Ifany Shares underlying any Relevant Receipt are sold by the Board or the Kiwi Shareholder, in accordance with such authority, such Relevant Receipt shall thenceforth represent only theright to receive any cash received by the Depositary in respectthereof, less the fees of the Depositary for cancellation of such Relevant Receiptand any expenses incurred or paid by the Depositaryin distributingsuch cash to the Beneficial Holder of such Receipt, plus any unsold Shares and other property otherwiseunaffected by this Paragraph (9). The Board shall notify the Depositary forthwith upon the sale of any Affected Shares by it and shall request the Kiwi Shareholder to make such a notification upon the saleof anyAffected Shares by the Kiwi Shareholder (a "Sale

Notification")and upon the settlement of such sale shallsend to the Depositary the cash proceeds of any such sale, net of the expenses of such sale and transmittal. The Depositary shall give notice of such sale forthwith upon receipt of the SaleNotification to any Beneficial Holder whose name and address is specified in such Sale Notification as having an interest in the Shares sold or if no Beneficial Holder is so specified then to all Owners. Forthwith upon receiptof suchnotice, such Beneficial Holder shall surrender the Relevant Receipt for cancellation and, if applicable, issuance of a new Receipt. The Depositary shall, upon (1) receiptof the cash proceeds, and (2) surrenderof the Relevant Receiptfor cancellation, send such net amount ofcash (less any applicable feesand expenses of the Depositary) and issue and forward with such net cash a new Receipt representing any unsold depositedShares andother property otherwise unaffected to the Owner of the Receipt surrendered. Upon issuance of a new Receipt, the Depositary shall simultaneously cancel on its books the Receipts surrendered.

(i)The Company agrees with the Depositary that the Board shall not sell any Affected Shares as described in Paragraph (9)(h)hereof and Section 3.4(h) ofthe Deposit Agreement, and further agrees with the Depositary to use its reasonable efforts to obtain the consent of the Kiwi Shareholder not to sell any Affected Sharesasso described, without in each casefirst delivering tothe Depositary a notice which specifies the number of Affected Shares and the name and addressof the Beneficial Holderof the relevant Receipts.

In the event that upon the sale of Affected Shares by the KiwiShareholder the Depositary has not received a notice which identifies a specific BeneficialHolder, then the Depositary shall immediately thereafter:

(1)notify all Owners that their Receipts, on and after the date of such sale of Affected Shares, represent their pro-rata share of the remaining deposited Shares specifying the amount of Shares represented by each American Depositary Share outstanding on and after such date and on andafter such date each American Depositary Share shall represent such number of Shares;

(2)uponreceiptof the cashproceeds ofanysuchsaleof Affected Shares, distribute suchcash proceeds pro rata to all Owners and otherwise in accordance with Sections 4.1 and 4.6of the Deposit Agreement; and

(3)               ��upon surrender of any Receipt on and after such date, subject tothe provisions of this Receipt and theDeposit Agreement, deliver the amount of Shares per AmericanDepositaryShare surrendered as specified in the notice describedin (1) above.

(j)The Depositary and each Owner and Beneficial Owner of Receiptsagrees with the Company for itself and forthe Board and the Kiwi Shareholder to take every reasonable step inaccordance with any Intention Notice, Disenfranchisement Notice, Sale Notificationorany other notice or request issued pursuant to this Paragraph (9) to ensure that the provisions ofthis Paragraph (9) are effective,together with any notice issued by the Board or the KiwiShareholder which modifies or withdraws a notice or request formerly issued, forthwith upon its receipt; provided however that, no such notice maymaterially increase the Depositary's duties under the Deposit Agreement andunder the Deposit Agreementwithoutits written consent unlesssuch duties are contemplated under the Deposit Agreement andunder the Deposit Agreement expressly or by necessary implication.

(k) Except to the extent (if at all)as is provided inthe Constitution, the Board and the Kiwi Shareholder shall be under no obligation to give, modify or withdraw a Disenfranchisement Notice and shall have no liability whatsoever to any Person in respect of any of the foregoing. Nothing in either this Receipt (including this Paragraph (9)) or the Deposit Agreement (including Section 3.4 of the Deposit Agreement) shall limit any right orremedy which the Company, the Board and Kiwi Shareholder may have under the Constitution orunder any law.

(l) Any resolution or determination of, or decision or exercise of any discretion or power by, theCompany,the Board, the Kiwi Shareholderor the Depositary under or pursuant to the Constitution or this Paragraph (9) shall be final and conclusive and binding on any Owner, Beneficial Owner of a Receipt or other person thereby affected

and shall not beopen to challenge, whether as to its validity or otherwise, or on any ground whatsoever. Neither the Company, the Board, the Kiwi Shareholder, the Depositary, the Custodian, the Registrar nor the Foreign Registrar shall have any liability whatsoever to any such Owner, Beneficial Owner of a Receipt or person, including but not limited to any Beneficial Holder, who fails to act in accordance with such provisions or who is affected by any decision or exercise of any discretion or power by the Company, the Board, the Kiwi Shareholder, the Depositary, the Custodian, the Registrar or the ForeignRegistrar.

(m) Under New Zealand law, persons who hold arelevant interest (as defined in the Securities Markets Act1988 (New Zealand)) in 5% or more ofthe securities ofthe Company (including persons who holdsuch an interestthroughthe holding of Receipts) arerequired togive writtennotice oftheirinterest and certain changes in theirinterestto the Company, and to the New Zealand Stock Exchange as soon asthe person knows or ought to know of their relevantinterest exceeding the5% thresholdor the change. DisclosuretotheAustralian StockExchange and theCompany isalsorequired in similar circumstances bythe Corporations Act 2001 (Australia).Ifany Owner or Beneficial Owner fails tocomply with the requirements of the Securities MarketsAct1988(New Zealand) or Part 6C of the Corporations Act 2001 (Australia), any penaltyattaching to the Shares held under this Agreement shall apply (with all necessary changes)to rights attaching to the ReceiptsevidencingAmerican Depositary Shares representing such Shares.

10. TITLE TO RECEIPTS.

Itis a condition of this Receipt and every successive holder and Owner of this Receipt by accepting or holdingthe same consents and agrees, that, subject to the limitations contained hereinand in the Receipt, title to this Receipt when properly endorsed or accompanied by proper instruments of transfer, is transferable by delivery withthe same effectas inthe caseof anegotiable instrument, provided, however, that the Depositary,notwithstanding any notice to the contrary, and except where provided otherwise inthis Receipt and inthe Deposit Agreement, may treat the person in whose name this Receipt is registered on the books of the Depositary as the absolute owner

hereoffor the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in the Deposit Agreement and for all otherpurposes.

11. VALIDITY OF RECEIPT.

This Receipt shallnot be entitled to any benefits under the DepositAgreement or be valid orobligatory for any purpose, unless this Receipt shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized signatoryof the Depositary and, if a Registrar for the Receipts shall have been appointed, countersigned by the manual or facsimile signature ofa duly authorized officer ofthe Registrar.

12. REPORTS; INSPECTIONOF TRANSFER BOOKS.

The Company currently furnishes the Securities and Exchange Commission (hereinafter called the "Commission") with certain public reports and documents required by foreign law or otherwise by the periodic reporting requirements of the Securities Exchange Act of 1934,as from time to time amended. Such reports and communications will be available for inspection and copying at the public reference facilities maintained by the Commission located at 100F Street, N.E., Washington, D.C. 20549.

The Depositarywill make available for inspection by Owners of Receipts at its Corporate Trust Office any reports and communications, includingany proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and(b) made generally available to the holders of such Deposited Securities by the Company. The Depositary will also send to Owners of Receipts copies of suchreports when furnished by the Company pursuant to the Deposit Agreement.

The Depositary will keep books for the registration ofReceipts and transfersof Receiptswhich at all reasonable times shall be open for inspection by the Company and the Ownersof Receipts provided that such inspection shall not befor thepurpose of communicating with Owners ofReceipts in the interest of a business or object other than the business of the Company ora matter related to the Deposit Agreement or the Receipts.

13. DIVIDENDS AND DISTRIBUTIONS.

Whenever the Depositary or the Custodian receivesany cash dividend or other cash distribution on any Deposited Securities, the Depositarywill, subject to the provisions of Paragraph(14)hereof, convert such dividendor distribution into Dollars and will distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Section 5.9 ofthe Deposit Agreement) to the Owners of Receipts entitled thereto, provided, however, that in the event that the Company or the Depositary isrequired to withholdand does withhold from any cash dividendor other cash distribution in respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributedto the Owners of the Receipts evidencing American Depositary Shares representing such Deposited Securities shallbe reduced accordingly.

Subject to the provisions of Section 4.11 and 5.9, if applicable, of the Deposit Agreement, whenever the Depositary receivesany distribution other than a distribution described in Sections 4.1, 4.3 or 4.4 of the Deposit Agreement, the Depositary will cause the securitiesor property received by it to bedistributed tothe Owners ofReceipts entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionatelyamong the Owners of Receipts entitled thereto,or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicablefor the purpose ofeffecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any suchsale (net of the fees and expenses of the Depositary as provided in Section 5.9 of the Deposit Agreement) shall be distributed bythe Depositaryto the Owners of Receipts entitled thereto as in the case of adistribution received in cash.

Ifany distribution consists of a dividend in, or free distributionof,Shares, the Depositary may, with the Company's approval, and shall if the Company shall so request,

distribute to the Owners of outstanding Receipts entitled thereto, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of anytax or other governmentalcharge as providedin Section 4.11 of the DepositAgreement and the payment of the fees of the Depositary as provided in Section

5.9 of theDeposit Agreement. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the amount of Shares represented by the aggregate of such fractions and distribute thenet proceeds,all in the manner and subject to the conditions set forth in the Deposit Agreement.Ifadditional Receiptsare not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.

Inthe event that the Depositary determines that any distribution in property in respect of the Deposited Securities (including Shares and rights to subscribe therefor) is subjectto any taxor other governmental charge whichtheDepositary is obligatedto withhold, the Depositary may by public or private sale dispose of all or aportion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositarydeems necessary and practicable to pay any such taxes or charges, and the Depositary shall distribute the net proceeds of any such sale after deduction of suchtaxes or charges andthe balanceofany such property to the Owners of Receipts entitled thereto.

14.CONVERSIONOF FOREIGNCURRENCY.

Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions orthe net proceedsfrom the sale of securities, property or rights, and if at the timeof the receiptthereof the foreign currency so received can in the reasonable judgment of the Depositary be converted on areasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted, by sale or inany other manner that it may determine,

such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled theretoor, if the Depositaryshall have distributed any warrantsor other instruments which entitle the holders thereof to such Dollars, thento the holders of such warrants and/orinstruments upon surrenderthereof for cancellation. Such distribution maybe made uponan averaged or other practicable basis without regard to any distinctions amongOwners on account of exchangerestrictions, the date of deliveryof any Receipt or otherwise andshall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement.

Ifsuch conversion or distribution can beeffected only with the approval or license of any government or agency thereof, the Depositary shall file such application forapprovalor license, ifany,as itmay deem desirable.

Ifat anytime the Depositary shall determine that in its reasonable judgment any foreigncurrencyreceived by the Depositary isnot convertible on areasonablebasis into Dollars transferable to theUnited States, or if any approval or licenseof any government or agency thereof which is required for such conversion is denied or in the reasonable opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within areasonable period as determined bytheDepositary,theDepositarymay distribute the foreign currency (or an appropriate document evidencing the right to receive suchforeign currency)receivedby theDepositary to,orinitsdiscretion may hold suchforeign currency uninvested and without liability forinterestthereon for the respective accountsof, the Ownersentitledtoreceivethe same.

Ifany such conversionof foreigncurrency, inwhole or inpart, cannotbe effected for distributionto someof theOwnersentitled thereto,theDepositarymay inits discretion make such conversion and distribution inDollars to the extentpermissible to the Ownersentitledthereto and may distribute the balanceof the foreign currency received by the Depositary to, or hold such balance uninvested andwithout liabilityfor interest thereonfor therespectiveaccountsof,theOwners entitledthereto.

15.RIGHTS.

Inthe event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any

other nature, the Depositary shall havediscretion as to the procedure to be followed in making such rights available to anyOwners or in disposing of such rights on behalf of any Owners and making the net proceeds available in Dollarsto such Owners or, if by the terms of such rights offering or, for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse; provided, however, if at the time ofthe offering ofany rights theDepositary determines inits discretion that it is lawful and feasible tomake such rights available toall Owners or to certain Owners but not to other Owners, the Depositary may, if instructed by the Company, distribute, to any Owner to whom it determines the distribution to be lawful and feasible,in proportion to the number ofAmerican Depositary Sharesheld by such Owner, warrantsor other instruments therefor in such form as it deems appropriate.Ifthe Depositary determines in its discretion that it is not lawful and feasible to make such rights availableto certain Owners, itshall usereasonable effortstosell therights or warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whomit has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees of the Depositary as providedin Section 5.9 of the Deposit Agreement and all applicable taxes andgovernmental charges) for theaccountof such Owners otherwise entitled to such rights, warrantsor other instruments, upon an averaged or other practicalbasis without regard to any distinctions among such Owners because of exchange restrictions or the date of deliveryof any Receipt or otherwise. The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner inparticular.

Ifan Owner of Receipts requeststhe distribution of warrants or other instruments in order to exercise the rights allocable to the American Depositary Sharesof suchOwner undertheDepositAgreement, theDepositary willmake such rights available tosuch Owner upon written notice from the Company to the Depositary that (a)the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Owner has

executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law. Uponinstruction pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by suchOwnerto the Depositary for the account of suchOwner of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees and expenses ofthe Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rightsand purchase the Shares, and the Company shall cause the Shares so purchasedto be delivered to the Depositary on behalf ofsuch Owner.As agent for such Owner, the Depositary will cause the Shares so purchased to bedeposited pursuant to Section 2.2 of the Deposit Agreement, and shall, pursuant to Section 2.3 of the Deposit Agreement, execute and deliver to such Owner Restricted Receipts.

Ifregistration under the Securities Act of 1933 of the securitiesto whichany rights relate is required in order for the Company to offer such rights to Owners and sell the securities upon the exercise of such rights, the Depositary will not offer such rights to the Owners unless and until such a registration statement isin effect, or unless the offering and saleof suchsecurities to the Ownersofsuch Receipts are exemptfrom registration under the provisions of such Act and an opinion ofcounsel satisfactory to the Depositary and the Company hasbeen obtained.

16. RECORD DATES.

Wheneverany cash dividend orother cash distribution shall become payable or any distributionother than cash shall be made, or whenever rights shall be issued with respect to the DepositedSecurities, or whenever for any reason the Depositary causes a change inthe number of Shares that arerepresented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall fix a record date (a) for the determination of the Owners of Receipts who shall be (i) entitled to receive such dividend, distribution or rights orthe net proceeds of the sale thereof or (ii) entitled to give instructions for the exercise of voting rights at any such meeting,or (b) on or after which each American

Depositary Share will representthe changednumber of Shares,subject to the provisions of theDeposit Agreement.

17. VOTINGOF DEPOSITED SECURITIES.

Uponreceipt of notice of any meeting of holders of Shares, the Depositary shall, assoon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be prepared by the Depositary and approved by the Company, which shallcontain

(a)such information as is containedin such noticeof meeting, (b) a statement that the Owners as ofthe close of business on a specified Record Date, set by the Depositary, will be entitled,subject to any applicable provisionof the laws of New Zealand and of the Constitution to instruct the Depositary asto the exercise of the voting rights, if any, in the event a poll is called pertaining to the amount of Shares represented by their respective American Depositary Shares, andtodemand a poll, and a brief statement asto the manner in which such instructionsmay begiven, and (c) a statement that if a pollis called and no instructionsas to voting are receivedby the Depositary from any Owner with respect to any of the Shares represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the date established by the Depositary for suchpurpose ("Receipt Date"), then the Depositary will not vote or cause such Shares to be voted. The Depositary may only vote such Shares in the event a poll, as referred to the Constitution, is called. Upon thewritten request of an Owner, who was an Owner on the Record Date referredto in Paragraph (b) above, received on or before the Receipt Date, and inthe event a poll is called, the Depositary shall endeavor in so far as practicable to vote orcause to be voted, the amount ofShares represented by such Receipt in accordance withthe instructions set forth in suchrequest.

The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares, other than in accordance with such instructions. Shares or other Deposited Securitiesrepresented by American Depositary Shares for which no specific voting instructions are received by theDepositary fromthe Owner shall not be voted

Unless specifically instructed by at least 5 Owners or Beneficial Owners of Receipts (and a certificate from an Owner of Receipts giving the number of holders who have made suchrequest shall be sufficient for these purposes) evidencing American

Depositary Shares which represent Shares having the right to vote ata meeting,or by Owners ofReceipts in respectof American Depositary Sharesrepresenting Shares:

(a)whichrepresentnotless than one-tenth of the total voting rights capable of being cast at such meeting; or

(b)which confera right to vote at such meeting and on which an aggregate sum has been paid up equal to not less thanone-tenthof the total sum paid up on all the Shares conferring such right to vote at such meeting,the Depositary shall not demand a poll at a meeting. In order that the Depositary may demanda poll, the Depositary will cause theCustodian to hold deposited Shares in no less than 5 different names in the transfer books of the Company or the Foreign Registrar.

Suchvoting of Shares is subject to the provisions of Paragraph (9) of this Receipt and Section 3.4of the Deposit Agreement.

In the event the Depositary holds Deposited Securities other than Shares to which voting rights attach, the Depositary shall notexercise the right to vote such Deposited Securities and shall confer with the Company as to the appropriate course of action with respect to such Deposited Securities.

There can be noassurance that Owners generally or any Owner in particular will receivethe notice described above with sufficient time to enable the Owner to return voting instructions in time to ensure that the Depositary will vote the Shares or Deposited Securities in accordancewith theprovisions setforth above.

18. CHANGES AFFECTING DEPOSITED SECURITIES.

In circumstanceswhere the provisions of Section 4.3 of the Deposit Agreement do not apply, upon any split-up, consolidation, or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization,merger orconsolidation,or sale of assets affecting the Company or to which it is a party,any securities which shall be received by the Depositaryora Custodian in exchange for orin conversion of orin respect of Deposited Securities shall be treated as new Deposited Securitiesunder the Deposit Agreement, and American Depositary Shares shall thenceforth represent the new Deposited Securities so received in respect of Deposited Securities, unless additional Receipts are delivered pursuant to the following sentence. In any such case the

Depositary may, with the Company's approval and shall if the Company shall so request, execute and deliver additional Receipts as inthe case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities. Notwithstanding the foregoing, in the event that anysecurity so received may not be lawfully distributed to some or all Owners, the Depositary may, with the Company's approval, and shall, if the Company requests, subject to receipt of an opinion of Company's counsel satisfactory to the Depositary that suchaction is not in violation of any applicable laws or regulations, sell such securities at public orprivate sale, at such place or places and upon such terms as it may deem proper and may allocate the netproceeds of such sales(net of(a) fees andcharges of,and expenses incurred by, the Depositary and (b) taxes) for the account of the Owners otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among suchOwners and distribute the net proceedsso allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 of theDeposit Agreement. The Depositary shall notbe responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Owners in general or to any Owner in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or(iii) any liability to the purchaser of such securities.

19. LIABILITYOF THE COMPANYAND DEPOSITARY.

Neither the Depositary nor the Company nor anyof their respective directors, officers, employees, agents or affiliates shall incur any liability to any Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future lawor regulation of the UnitedStates or any other country, orof any governmental or regulatory authority or stockexchange, or by reason of any provision, present or future, of the Constitution, or by reason of any provision of anysecurities issued or distributed by the Company, orany offering or distribution thereof, or by reason of anyact ofGodor war or terrorism or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civilunrest, revolutions, rebellions, explosionsand computer failure), the Depositary or the Company

or any oftheir directors, officers, employees, agents or affiliates shallbe prevented, delayed or forbidden from, or be subjectto any civil or criminal penalty on account of, doing orperforming any act or thing which by the terms ofthe Deposit Agreement or the Deposited Securitiesit is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, officers, employees, agents or affiliates incur any liability to any Owner or BeneficialOwner of any Receipt by reason of any non-performance or delay, caused as aforesaid, inthe performance of any act or thing which bythe termsof the Deposit Agreementit isprovided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the DepositAgreement or in the Constitution or provisions of or governing the Deposited Securities. Neither the Depositarynor the Company nor any of their respective directors,officers,employees, agents or affiliates shall incur anyliability to any Owner or Beneficial Owner of any Receiptfor the inability by an Owner or BeneficialOwner to benefit from any distribution, offering, right or other benefit which is made available to holdersof Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Ownersof American Depositary Shares.Where, by the terms of a distribution pursuant to Sections 4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for any other reason, suchdistribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distributionor offering, and shall allowany rights, if applicable, to lapse.

The Companyand its directors, officers, employees, agents, or affiliates assume no obligation nor shallthey be subjectto anyliability under the Deposit Agreement or the Receipts to Owners or Beneficial Owners ofReceipts orto other persons, except that they agree to performtheir respective obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary and its directors, officers, employees, agents, or affiliates assume no obligationnor shallthey besubject toany

liability under the Deposit Agreement or the Receipt to any Owneror Beneficial Owners of any Receipt or to other persons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that they agreeto perform their respective obligations specifically set forth in the Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company nor any of theirrespective directors, officers, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or inrespect of the Receipts, which in its opinion may involveit in expense or liability, unless indemnity satisfactory to it against all expense and liability shallbe furnished as often as may be required, and the Custodian shall not be under any obligationwhatsoever with respecttosuch proceedings, theresponsibility of the Custodian beingsolely to the Depositary. Neither the Depositarynor the Company nor any of their respective directors, officers, employees,agents or affiliatesshall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Sharesfordeposit, any Owner, any Beneficial Owner or authorized representative thereof, or any otherperson believed by it in good faith to be competent to give such advice or information, or for any consequential or punitive damages. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believedby it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any actsor omissions made by a successor depositary whether in connection with a previous act or omission of the Depositaryor in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with theissue out ofwhich suchpotential liability arises theDepositary performed its obligations without negligence or bad faith whileit acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or forthe manner in whichany such vote iscast or the effect of any suchvote, provided thatany such action or nonaction is in good faith.

The Company agrees to indemnify the Depositary, itsdirectors, officers, employees, agents and affiliates and any Custodian against, andhold each of them harmlessfrom, any liability or expense(including, but not limitedto, the reasonable fees and expenses of counsel) which may ariseout of any registration with the Commission of Receipts, American Depositary Shares or Deposited Securities or the offer or salethereof in the United States or out of acts performedor omitted, in accordance with the provisions ofthe Deposit Agreement andofthe Receipts, as thesame may be amended, modified, or supplementedfrom time to time, (i) by any Depositary or a Custodian or their respective directors, employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad faith of either ofthem, or (ii) by the Company or any of its directors, employees, agents and affiliates. The Depositary agrees to indemnify the Company,its directors,officers, employees, agents and affiliates and hold them harmless from any liability or expense (including, but not limitedto the reasonable feesandexpenses ofcounsel) which may arise out ofacts performed or omitted by the Depositaryor its Custodian or co-Registrars or co-transfer agents or their respective directors, officers, employees, agents and affiliates due to their negligence or bad faith.

No disclaimer ofliability under the SecuritiesAct of 1933 or the Securities Act 1978 (New Zealand),if applicable, is intendedby any provision of the Deposit Agreement.

20.RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.

The Depositary may at any time resign as Depositary underthe Deposit Agreement and this Receiptby written notice of its electionso to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary andits acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days prior written notice of suchremoval,which shall become effective upon the later to occur of (i) the 90th day afterdelivery of thenotice to the Depositaryor(ii) effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided;

provided, however that the Depositary and the Company mayagree that the removal become effective upon an earlierdate, and neither the Depositary nor the Company shall unreasonably withhold its respective agreement to the removal becomingeffective upon an earlier date if this is proposed by the other. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners of Receipts to do so, it may appoint a substitute or additional custodian or custodians.

21. AMENDMENT.

The form of the Receipts and any provisions of the Deposit Agreement mayat any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may deem necessary ordesirable. Any amendment which shall impose or increaseany fees or charges (other than taxesand other governmental chargesregistrationfees,cable, telexor facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners of Receipts, shall, however, not become effective (subject to the last sentence of this Paragraph)as to outstandingReceipts until the expirationof thirty days after notice of such amendment shall have been given tothe Owners of outstanding Receipts. Every Owner and Beneficial Owner of a Receipt at the time any amendment so becomes effectiveshall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and tobe bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Ownerof any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented therebyexcept in order to comply with mandatory provisions of applicable law. Notwithstandingthe foregoing, if any governmental body should adopt new laws, rules or regulations orthe Constitution isamended which would require amendment or supplement of the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and the Receipts at any time in accordance withsuch changed laws, rules or regulations.Such amendment or supplement to the Deposit Agreement in the circumstances may become effective before orwithout any notice of such amendment or supplement is given to Owners or within any period of time as required for compliance with suchlaws, rules or regulations.

22. TERMINATION OF DEPOSIT AGREEMENT.

The Depositaryshall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such terminationtothe Owners of all Receipts then outstandingat least 30 days prior to the date fixed in suchnotice for such termination. The Depositary may likewise terminate theDeposit Agreement by mailing notice of such terminationto the Companyand the Owners of all Receipts then outstanding ifat any time90 daysshall have expired after theDepositary shallhave delivered to the Company awritten notice ofitselection to resign and a successor depositary shall not have beenappointed and accepted its appointment as provided in the Deposit Agreement. On and after the date of termination, the Owner of a Receipt, upon surrender of such Receipt at the Corporate Trust Office of the Depositary, upon payment of the fee of the Depositary for the surrender of Receipts referred to in Section 2.5 of the DepositAgreement, and upon payment of any applicable taxes or governmental charges, will be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt.Ifany Receipts shall remain outstanding after the date of termination, the Depositary thereaftershall discontinue the registration of transfers ofReceipts, shall suspend the distribution of dividends tothe Owners thereof, and shall notgive any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continueto collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together withany dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or otherproperty, in exchange for Receiptssurrendered tothe Depositary (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditionsof the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of one year from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and maythereafter hold uninvested the net proceeds of any such sale, together with any other cash then heldby it thereunder, unsegregatedand withoutliability for

interest, for the pro rata benefitofthe Ownersof Receipts which have not theretofore been surrendered, suchOwnersthereupon becoming general creditors ofthe Depositary with respect to such net proceeds. After making such sale,the Depositary shall be discharged from allobligationsunder theDeposit Agreement, except toaccount for such net proceeds and othercash (after deducting, in each case, the fee ofthe Depositary for the surrender of a Receipt, any expenses for the account ofthe Owner of suchReceipt in accordance with theterms and conditions of the Deposit Agreement, andany applicable taxes or governmental charges) and except for its obligations under Section 5.8 of the DepositAgreement. Uponthetermination of theDepositAgreement,the Companyshall be discharged from allobligationsunder the DepositAgreement except foritsobligations to the Depositary with respect toindemnification, charges,and expenses.

23. COMPLIANCE WITH U.S. SECURITIES LAWS.

Notwithstanding any terms of this Receipt or the Deposit Agreement to the contrary, the Company and the Depositary have each agreed that it will not exercise any rights it has underthe Deposit Agreement or the Receipt to prevent the withdrawal or delivery of Deposited Securitiesin a manner which would violate theUnited States securities laws, including, but not limited to Section I A(l ) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act of 1933.

24. SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FORSERVICEOFPROCESS.

The Company hereby (i) irrevocably designates and appoints CT Corporation, now at 111 Eighth Avenue, NewYork, New York 10011, in the State of NewYork, as the Company's authorized agent upon which process may be served in any suit or proceedingarising out of or relatingto the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State ofNew York in which any such suit or proceeding may be instituted, and (iii) agrees thatservice of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agreesto deliver, upon the

execution and delivery of the Deposit Agreement, a written acceptanceby such agentof its appointment as suchagent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments,as may be necessary to continue such designation and appointment in full force andeffect for so long as any AmericanDepositaryShares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified orregistered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five(5) days after the same shall have been so mailed.

25.UNCERTIFICATED AMERICAN DEPOSITARY SHARES; DTC DIRECT REGISTRATION SYSTEM.

Notwithstanding anything to the contrary inthe Deposit Agreement:

(a)AmericanDepositary Shares may be certificated securities evidenced by Receipts oruncertificated securities. The form of Receipt annexed asExhibit A to the Deposit Agreement summarizes the terms and conditions of, and will be the prospectus required under the Securities Act of1933 for, both certificated and uncertificated American Depositary Shares. Except for those provisions of the Deposit Agreement that by their nature do not apply to uncertificated American Depositary Shares, all the provisions of the Deposit Agreementshall apply,mutatis mutandis,to both certificated and uncertificated American Depositary Shares.

(b)(i) The term"deliver", or its noun form, when used with respect to Receipts, shall mean (A) book-entry transfer of American Depositary Shares to an account at The Depository Trust Company, or its successor ("DTC"), designatedby the person entitled to suchdelivery, evidencing American Depositary Shares registered in the name requested by thatperson, (B)registrationofAmerican Depositary Shares not evidenced by a Receipt on the books of the Depositary in the name requested by the person entitled to such delivery and mailing to that person of a statement confirming that registration or (C) if requestedby the person entitled tosuch delivery, delivery atthe

Corporate Trust Office of the Depositary to the person entitled to such delivery ofone or more Receipts.

(ii)The term "surrender", when used with respect to Receipts,shall mean (A) one or morebook-entry transfers of American Depositary Shares to the DTC account ofthe Depositary, (B) delivery to the Depositary at its CorporateTrust Office of an instruction to surrender American Depositary Shares not evidenced by a Receipt or

(C) surrender to the Depositary at its Corporate TrustOffice of one or more Receipts evidencing American Depositary Shares.

(c)American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of New York.

(d)The Depositary shall havea duty toregister a transfer, in the case of uncertificated AmericanDepositary Shares, upon receipt fromthe Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile asprovided in subsection (f) below). TheDepositary, upon surrender of a Receipt for the purpose of exchanging it for uncertificated AmericanDepositary Shares, shall cancel that Receipt and send the Owner a statement confirming thatthe Owner is the owner of the same number of uncertificated American Depositary Sharesthat thesurrenderedReceipt evidenced. The Depositary, upon receiptof a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as providedin subsection (f) below) from the Owner of uncertificatedAmerican Depositary Shares for the purpose of exchanging them for certificated American Depositary Shares, shall execute and deliver to the Owner aReceipt evidencing the samenumber of certificatedAmerican Depositary Shares.

(e)Uponsatisfaction of the conditions for replacement of a Receipt that is mutilated, lost, destroyed or stolen, the Depositary shall deliver to theOwner the American DepositaryShares evidenced by that Receipt in uncertificated formunless otherwise requested by the Owner.

(f)(i) The parties acknowledge that the Direct Registration System ("DRS") and Profile ModificationSystem ("Profile") shall apply touncertificated American

DepositaryShares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to whichthe Depositarymay register the ownership of uncertificated American DepositaryShares, which ownership shall be evidenced by periodic statements issued bythe Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner of AmericanDepositaryShares, to direct the Depositary to register a transferof those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer.

(ii) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understandthat the Depositary will not verify,determine or otherwise ascertain that theDTC participantwhich is claimingtobe acting on behalf of an Owner in requesting a registration of transfer and delivery as described in subsection (i) above has the actual authority to act on behalf of the Owner (notwithstandingany requirements under the Uniform Commercial Code). For the avoidance ofdoubt, the provisions of Sections5.3 and 5.8 of theDeposit Agreement shall apply tothe matters arisingfrom the useof the DRS. The parties agree that the Depositary's reliance on and compliance with instructions received by the Depositary throughtheDRS/Profile System and inaccordance withtheDepositAgreement shall not constitute negligenceor badfaith onthe part oftheDepositary.