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Insider Trading Law and Practice

Appendix A

Terms of Reference: Fletcher Challenge Limited

Pursuant to sections 10 and 18 of the Securities Act 1978, the Securities Commission has decided to undertake an inquiry into the release, in April and May 1999, of confidential information concerning Fletcher Challenge Limited, in particular in a draft press release concerning the planned merger of the Fletcher Paper division with Fletcher Challenge Canada (the "confidential information"), and into share trading by persons who may have received or otherwise obtained access to that information before it was released publicly. For this purpose the Commission wishes to receive evidence as to:

1. The facts and circumstances of the release of the confidential information from Fletcher Challenge Limited and the subsequent provision of this information to sharebrokers and the news media;

2. The persons who may have received or otherwise obtained access to the confidential information, the use which they made of that information, and the details of any trading in the shares of Fletcher Challenge Limited;

3. Any other matters material to the inquiry;

And to consider:

4. Whether any person who had access to the confidential information:
   1. traded in the shares of Fletcher Challenge Limited; or

   2. advised or encouraged any person to trade in the shares of Fletcher Challenge Limited; or

   3. communicated the information to any person knowing or believing that person or another was likely to trade in the shares of Fletcher Challenge Limited; and

5. Whether the Commission should comment on any of the above matters or take any other action;

subject to the Commission's discretion to amend these Terms of Reference as it may consider fit.

28 January 2000