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A Report on Certain Statements made in Respect of Air New Zealand Limited in September 2001

APPENDIX A: TERMS OF REFERENCE

PURSUANT to section 10 of the Securities Act 1978 the Securities Commission has decided to undertake an inquiry to review the circumstances surrounding the trading, halts in trading and reinstatement of trading in the shares of Air New Zealand Ltd ("Air New Zealand") during September 2001 ("the relevant period"):

THE Commission wishes to obtain information about the following:

1. Statements in the media to the effect that the Office of the Prime Minister approached broking houses regarding possible steps to be taken by the Government in relation to Air New Zealand;
2. Statements in the media attributed to persons who appear to have had price sensitive information;
3. The decisions of the New Zealand Stock Exchange to halt trading in the shares of Air New Zealand on 26 September 2001 and subsequently on that day to lift the trading halt, and to halt trading on 28 September 2001 and a decision, if any, to lift that trading halt;
4. The trading in the shares of Air New Zealand before, during and after the relevant period;
5. Any other material matter arising from or in the course of this inquiry;

AND to consider and decide:

1. Whether there are any issues that warrant further attention;
2. Whether the Commission should comment on any matters arising in the inquiry to any appropriate body under section 10(c) of the Securities Act, and, if so, the terms of that comment;
3. Whether to publish a report, and, if so, the terms of that report.

SUBJECT to the discretion of the Commission to amend these Terms of Reference as it may consider fit.