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CHAPMAN TRIPP 20 August 2010 Gece Sear Mr John Hepbum Seo eben 23 Dennyhuime Drive See Me Maunganui 3116 ie" SRitnnentons HANOVER FINANCE 1 Wereter to your letter dated 10 December 2009 adéressed to former Hanover Finance charman Mr Greg Mur, and the writers telephone conversation wth you in late Decamber 2009. we have cscussed your letter with Wr Henry, the current Independent chairman of Hanover Finance 2 As ciscussed in late December, PricewaterhouseCoopers, the independent expert appointed by The New Zealand Guardan Trust Company Limite (truste for Hanover Finance Limited Stockholders) published, as part of thelr report onthe 2008 debt restructure, an analysis ofthe various Gvidends decared by the ‘company. That report was avalatle to Investors and included on Hanover’ webste. {copy ofthe relevant extract rom the PricevaternouseCoopers reports enclosed for your reference 2 Your understanding ofthe requrements to decare dvdende is incoreet, Since the Companies Act 1993 was enacted, there is no longer a requirement that dividends are declared out of retained earnings. Rather, the legal testi thatthe company Satisty the solvency test in section 4 ofthe Companies Ack anc that, before payment ofa civdeno, the directors signa solvency certifeate recoraing the grounds for solvency. 4 Ineation to al ofthe dividenes declared in the year ended 30 June 2008, the

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