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DETAILS OF SUPPORTING DOCUMENTATION REQUIRED TO BECOME AN NZX TRADING AND ADVISING PARTICIPANT

|REQUIREMENT |DOCUMENTATION |PARTICIPANT COMMENTS |NZXR COMMENTS |

|Application Form: |Market Participant Application Form (Appendix 1) | | |

|Compliance Manager: |Compliance Manager Undertaking (Appendix 1E) | | |

|(Rule 3.11) | | | |

|Surveillance Manager: |Surveillance Manager Undertaking (Appendix 1F) | | |

|(Rule 3.11.6) | | | |

|(only required if the Participant’s Compliance | | | |

|Manager is located outside of New Zealand) | | | |

|Emergency Contact Details: |Please provide the following details for each emergency contact: | | |

|(Rule 3.28) |Email; | | |

| |Landline; and | | |

| |Mobile. | | |

|Managing Principal: |(required for NZX Firms only) | | |

|(Rule 3.3) |Please supply the following documentation: | | |

| |Confirmation of NZX Advisor Status; | | |

| |CV; and | | |

| |Statutory Declaration (Appendix 1A). | | |

|Responsible Executive: |(not required for NZX Firms who must appoint a Managing Principal) | | |

|(Rule 3.4) |Please supply the following documentation: | | |

| |Responsible Executive Applicant Form (Appendix 1B); | | |

|(not required for NZX Firms who have appointed a |Responsible Executive Statutory Declaration (Appendix 1C); | | |

|Managing Principal) |Meets the requirements of Rule 3.4. | | |

|Directors / Partners Details: |Please supply the following documentation: | | |

|(Rules 3.5 / 3.6) |Details of all Directors / Partners; and | | |

| |Statutory Declaration for Directors / Partners (Appendix 1D). | | |

|Broking Offices: |Please list all Broking Offices and the NZX Advisor / Associate Advisor in charge of each Broking | | |

|(Rule 3.8) |Office. | | |

|Insurance Details: |Please provide a certificate of currency for each of the following: | | |

|(Rule 3.26) |Professional Indemnity Insurance; and | | |

| |Directors and Officers Liability Insurance. | | |

|Business Plan: |Details regarding the intentions and future direction of the business with specific reference to | | |

|(Rule 3.1.3(d)) |the Participant’s activity as an NZX Market Participant. | | |

|Company Details: |Please provide the following documentation: | | |

|(Rule 3.1.3(d) and (f)) |Constitution; | | |

| |Details of shareholders; | | |

| |Certificate of Incorporation (or equivalent document confirming establishment of the entity); | | |

| |Company Number; | | |

| |Registered address of company if different to place of business; | | |

| |Details of the type of Company and nature of its activities; | | |

| |A description of the management structures evidencing that management is sufficiently experienced | | |

| |and capable to conduct business as a Participant; | | |

| |A copy of the Participant’s Corporate Structure Chart to determine ownership, control and | | |

| |authority; and | | |

| |Details of any companies, partnerships or other business entities within the Participant’s group. | | |

|NZX Associate Advisors: |(not required for Principal Book Only Participants) | | |

|(Rule 5.5) |Please provide the following for each NZX Associate Advisor application: | | |

| |Application Form (Appendix 3); | | |

| |Statutory Declaration (Appendix 3A); | | |

| |Undertaking (Appendix 3B); | | |

| |Confirmation of completion of Kaplan Papers: | | |

| |405N The New Zealand Stock Market; and | | |

| |508N Securities Law and Market Regulation in New Zealand. | | |

| |Confirmation that the applicant has been working under the supervision of an NZX Advisor, and has | | |

| |had full time experience for the preceding six months or equivalent Securities industry experience| | |

| |(as determined by NZX). | | |

|NZX Advisors: |(not required for Principal Book Only Participants) | | |

|(Rule 5.5) |Please provide the following for each NZX Advisor application: | | |

| |Application Form (Appendix 3); | | |

| |Statutory Declaration (Appendix 3A); | | |

| |Undertaking (Appendix 3B); | | |

| |Confirmation that the applicant has obtained an NZX Diploma (6 Kaplan Papers); and | | |

| |Confirmation the applicant has been employed or otherwise contracted full time for no less than | | |

| |three years in the previous five year period prior to the application being submitted, wihin an | | |

| |NZX Participant Firm or a member of a recognised Securities Exchange or has equivalent Securities | | |

| |Industry experience (as determined by NZX). | | |

|DMA Dealers / Dealers: |Please provide the following for each DMA Dealer / Dealer application: | | |

|(Rule 4.4) |Application Form (Appendix 2); | | |

| |Statutory Declaration (Appenedix 2A); | | |

| |Undertaking (Appendix 2B); | | |

| |Designation of Access Rights (Appendix 2C); | | |

| |Firm Manage and Enquiry Access (Appendix 2D); | | |

| |Rules Test - To be arranged with NZX; and | | |

| |Systems Test – To be arranged with NZX. | | |

|DMA Authorised Persons: |Please provide the following: | | |

|(Rule 10.8) |Written agreement between the Trading Participant and the DMA Authorised Person; | | |

| |Details as to how the Participant will assess the DMA Authorised Persons ability to comply with | | |

| |the Rules before they grant them access; | | |

| |Details of the training that will be given to DMA Authorised Persons; | | |

| |Details of how the Participant will be notified of a new DMA Authorised Person being given access | | |

| |to the system; and | | |

| |Details of the ability the Participant will have to suspend access at the client and securities | | |

| |level. | | |

|Integrity, Reputation, Character: |Please provide confirmation that the following are not applicable, or provide specific details if | | |

| |they are: | | |

| |Any legal or arbitration proceedings active, threatened or pending against the Participant or any | | |

| |member of its group which may have a significiant impact on the reputation of the Participant; and| | |

| | | | |

| |Any adverse or potentially adverse matters which have been brought to the attention of any | | |

| |relevant regulatory authority during the last 6 years. | | |

|Technology: |Please provide details of software being used in relation to Client Assets, and Capital Adequacy, | | |

|(Rule 3.1.3(d)) |together with details of the technology in place to undertake business as a Participant. | | |

|Compliance Manuals and Procedures: |Please provide documents that provide information to the business on their compliance obligations | | |

| |and how to manage situations where a possible breach of the Rules has occurred. These documents, | | |

| |should at a minimum, detail the following: | | |

| |Chinese Walls – Rule 3.24; | | |

| |Conflict Management – Rule 15.11; | | |

| |Custody Accounts – Rule 18.15; | | |

| |Employee Trading – Rule 10.5; | | |

| |Insider Trading – Rule 15.6; | | |

| |Voice Recording – Rule 15.12; | | |

| |Market Misconduct – Rule 10.2; | | |

| |Discretionary Trading – Rule 9.9; | | |

| |Breaches – Rule 21.7.1; | | |

| |Complaints – Rule 15.7; | | |

| |Order Records – Rule 15.13; | | |

| |Order Trading / Placing – Section 14; | | |

| |Contract Notes – Rule 15.17; | | |

| |Client Maintenance – Rules 9.2 – 9.6; | | |

| |Capital Adequacy – Section 19; and | | |

| |Client Funds – Seciton 18. | | |

|Compliance Monitoring Program |Please provide a Compliance Plan which includes a periodic review of your obligations and | | |

| |identifies key risks, together with establishing systems, procedures and controls to monitor and | | |

| |manage those risks. | | |

|Bank Trust Letters: |(not required for Principal Book Only Participants) | | |

|(Rule 18.6.1 and Guidance Note GN000805 – Client |Please provide to NZX, from the Bank holding the Client Funds Account, a written acknowledgement | | |

|Funds) |of the trust status of the account, and ensure that the words ‘Client Funds Account’ appear in the| | |

| |account name. | | |

|Business Continuity Plan: |Please provide a BCP that has been developed to ensure that at all times there is adequate | | |

|(Rule 8.15.2) |disaster recovery and continuation of usual operations following short, medium and long term | | |

| |disruption. At a minimum it should include: | | |

| |The management framework for implementation of the business continuity plan and Emergency | | |

| |Procedures; | | |

| |The resource requirements, including people, systems and other assets and arrangements for how | | |

| |these resources will be obtained; | | |

| |The recovery priorities for your operational processes affected by the disruption; | | |

| |Communication arranagements in relation to the disruption and how this will be communicated to | | |

| |internal and external parties; | | |

| |System processes for determining the integrity of the information affected by the disruption; and | | |

| |Processes to test the adequacy and effectiveness of the business continuity plan and emergency | | |

| |procedures. | | |

|Client Agreements: |(not required for Principal Book Only Participants) | | |

|(Rule 9.12) |Please provide Client Agreements entered into with your client’s which outline without limitation:| | |

| | | | |

| |Your terms of business; | | |

| |The means by which the client instructions will be accepted; | | |

| |Risk Warnings, particularly in relation to instructions on short selling, dealing in derivatives /| | |

| |warrants or any other security; | | |

| |Details of your arrangements, if any, with a Trading Participant to facilitate Trades for that | | |

| |client; | | |

| |Details of your arrangements with a Clearing Participant, if any, in relation to the delivery and | | |

| |settlement of Trades for that client; | | |

| |If you are facilitating a short sale on behalf of a client, details of any additional Margin Cover| | |

| |that may be required if there is a rise in the market price of the security that is the subject of| | |

| |the short sale; | | |

| |The name, telephone number and main business of the relevant Clearing Participant which settles | | |

| |trades on behalf of that Trading Participant; | | |

| |If your firm transfers Trades into a pool account prior to the allocation of Securities the | | |

| |subject of those Trades to clients, you must include (in your terms of business or client | | |

| |agreement) details of the policy you have adopted to allocate Securities to client orders | | |

| |(Allocation Policy); | | |

| |Details as to whether the Participant discloses whether it charges interest on its Trust Account; | | |

| |and | | |

| |Details as to whether the Participant discloses the cost associated with currency conversion. | | |

|Trading Agreements: |(not required for Principal Book Only Participants) | | |

|(Rule 5.14.2) |If you are entering into an agreement with an NZX Advising Firm, please provide a Trading | | |

| |Agreement with that NZX Advising Firm which includes: | | |

| |Terms that require the Trading Participant to have Clearing and Settlement arrangements that | | |

| |comply with the Rules in place for Trades executed by the Trading Participant for the Advising | | |

| |Firm; and | | |

| |Details in relation to the Clearing and Settlement of Trades for the NZX Advising Firm which must,| | |

| |at a minimum include the matters in Rule 15.9.1(b) and for the purposes of this Rule, Rule | | |

| |15.9.1(b) shall be read as if the Advising Firm is a Client of the Trading Participant. | | |

|Clearing and Settlement Agreement: |If you are applying to be a Trading Participant, but are not also applying to be a Clearing | | |

|(Rule 6.3.1) |Participant: | | |

| |A Trading Participant who is not a Clearing Participant must enter into and maintain at all times | | |

| |a separate written agreement with each of its Clearing Participants setting out the terms and | | |

| |conditions on which each Clearing Participant will clear and settle Trades executed by that | | |

| |Trading Participant; | | |

| |The Trading Participant must promptly give NZX a copy of each C&S Agreement to which it is a | | |

| |party; and | | |

| |A Trading Participant is bound by each term which the C&S Rules require to be included in a C&S | | |

| |Agreement, whether or not that term is actually incorporated in a C&S Agreement between the | | |

| |Trading Participant and the Clearing Participant. | | |

|Training Plan: |Please provide details of how you will ensure that each Employee will have ongoing training to | | |

|(Rule 3.14(b)) |ensure that they are kept up to date with changes in securities law, security exchange and market | | |

| |rules, practices and technology. | | |

|Financial Performance |Please provide: | | |

| |Audited financial statements for the previous five years; and | | |

| |Evidence of the Participant’s current financial position to demonstrate that the Minimum | | |

| |Prescribed Capital Adequacy requirements will be met. | | |

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