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