Hanover meeting underway

Tuesday 9th December 2008

The Hanover meeting on its debt restructuring has started with an independent chairman, lawyer Chris Darlow appointed to conduct proceedings.

Around 1,000 people are jammed into the Ellerslie Convention Centre.

Darlow outlined his independence, saying he had no relationship with Hanover or its associated companies and only met the directors in the past few days.

The chairman said he intended to set some ground rules and expected votes to be completed by 12.30.

Computershare are doing the vote-counting and KPMG are appointed as scrutineers.

Currently proxies are held for around three-quarters of each of the securities. Hanover debentures, 68.5%; Hanover Capital bonds 64.4%; United Finance 66.5% and capital bonds 70%.

Following setting the ground rules one investor asked on what basis could there be no amendments to the resolutions.

The chairman responded the resolutions have been notified and people have voted through proxies, therefore it was unfair to make changes.

Chief executive Peter Fredricson was then invited to do a 15 minute presentation. However some technical problems including sound and a computer shutting down has caused delays and jibes from the audience.

Fredricson acknowledges corporate governance and that the trust deed does need amending.

The new board will be made up of two shareholder representatives and a minimum of two independent trustees. One must be approved by the trustee, he said.

Any new loans will be scrutinised by a committee made up of Fredricson, the company's credit manager and the trustee approved chairman of the board.

"Nothing can happen without that chairman voting for it," Fredricson said.

Fredricson acknowledged that there has been a lot of media comment on the size of the shareholder input.
However he pointed out it was only available if the resolutions are passed.

He outlined the repayment program and said it was a defined repayment program that must be met.

If not the company goes into receivership.

Darlow now takes over and outlines rules around questions and says people are allowed one question and one supplementary question.

No statements are allowed.

People who wish to address the meeting and make statements can do so at the end. They are allowed three minutes maximum each.

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