Investor Information
Transcription
Investor Information
A/R 9.1 TB 12/12/00 7:48 PM Page 19 Investor Information Constitution Contact Energy Limited is a limited liability company registered under the New Zealand Companies Act 1993. The New Zealand Stock Exchange Listing Rules require listed companies to include in their constitution one of three sets of provisions relating to takeovers. The company’s Constitution contains the set of provisions known as the "General Notice and Pause Provisions". These provisions place certain restrictions on, and require compliance with, certain procedures in connection with any transaction or arrangement which results in any person or group of associated persons acquiring control of 20% or more of the shares. These provisions also apply where a person already holds 20% or more of the shares and that person increases control over a further 5% or more of the shares in any twelve month period. The restrictions and procedures are more stringent where any such person is an insider (for example, a Director or associated person of a Director or a person in possession of non-public price sensitive information). A new takeovers code is expected to take effect from 1 July 2001 at which point these notice and pause provisions will cease to apply. The notice of meeting for the next Annual Meeting of the company contains a resolution relating to a set of proposed changes to the Constitution principally required as a consequence of some recent changes to the New Zealand Stock Exchange Listing Rules. The Notice of Meeting contains an explanation of the proposed changes. Stock Exchange Listing The company is listed on, and its shares are quoted on, the New Zealand and Australian Stock Exchanges. The company’s primary listing, under the ticker "CEN", is in New Zealand. The Australian Stock Exchange has granted the company foreign entity status under which compliance with most of its Listing Rules is not required so long as the company continues to be listed on the New Zealand Stock Exchange. Financial Calendar Record Date for final dividend for the 8 December 2000 period ended 30 September 2000 Final dividend for the period ending 30 September 2000 paid Annual Meeting From 14 December 2000 30 January 2001 Interim 2000/2001 results announced May 2001 Interim dividend for the period ending May 2001 31 March 2001 paid Annual Meeting Contact’s Annual Meeting will be held on 30 January 2001 at the ASB Theatre, Aotea Centre, Aotea Square, Queen Street, Auckland commencing at 10am. Dividend Policy Contact’s dividend policy is to distribute over the medium term, an average of approximately 80% of net surplus, subject to considerations such as meeting the solvency test, future capital expenditure plans, expected operating and economic conditions and the financial performance of the company. In respect of each of the dividend announcements since listing the company has exceeded this target. Further it is the company’s intention that the dividend should be progressive with dividends showing growth over time. The dividend to be paid in respect of the financial year ended 30 September 2000 represents a growth of 10% over that paid per share. CONTACT ENERGY LIMITED 19 A/R 9.1 TB 12/12/00 7:48 PM Page 20 Board of Directors Phil Pryke Phil Pryke has been Chairman of Contact Energy since the company’s establishment in November 1995. Mr Pryke is also currently Chief Executive Officer of Lucent Technologies Australia Pty Limited. He is also currently a director of The Australasian Institute of Immunology and Allergy Research. His previous roles include Chief Executive of the New Zealand Health Funding Authority, a member of the Treaty of Waitangi Fisheries Commission and an advisor to the New Zealand Apple and Pear Marketing Board. His previous Directorships include Sealord Products Limited, EDS New Zealand Limited, Maori Development Corporation, Raukura Waikato Fisheries Limited. Mr Pryke holds a Bachelor of Economics Degree. John Bryson John Bryson was appointed to the Board of Contact Energy in January 2000. Mr Bryson is Chairman, President and Chief Executive Officer of Edison International, the parent company of Edison Mission Energy. He joined Edison in February 1984 and was elected as chairman and CEO of Edison International and Southern California Edison on 1 October, 1990. Before joining Edison, Mr Bryson was a partner in the law firm of Morrison and Foerster and has also served as President of the California Public Utilities Commission. Mr Bryson is a Director of The Boeing Company, The Walt Disney Company, W. M. Keck Foundation, the Council on Foreign Relations, and a trustee of Stanford University. He graduated from Stanford University and earned a Doctor of Jurisprudence degree from Yale Law School. Paul Anthony Paul Anthony was recruited in 1995 as Contact’s Chief Executive to establish the Company and transition it to the private sector. In July 2000 Mr Anthony resigned as Chief Executive and Managing Director to take up the position of Executive Vice President of British Gas Group based in the UK. At British Gas he has responsibility for Global Transmission & Distribution, Power and Group Strategy and Portfolio Development as well as regional responsibility for all business activities in the Americas region. Mr Anthony has an extensive background in the international electricity sector. He joined Contact from PowerGen plc where he held various executive positions including Project Director with PowerGen International and Head of Corporate Planning at PowerGen plc. Mr Anthony holds a HND (Mech.Eng.) and is a member of the Institute of Directors. Bob Edgell Bob Edgell was appointed to the Board of Contact Energy in May 1999 as one of the Edison Mission Energy nominees. Mr Edgell has been an Executive Vice President of Edison Mission Energy since 1988 and Division President of Edison Mission Energy, Asia Pacific, since 1995. He is responsible for all business activity in the Asia Pacific region. Mr Edgell joined Southern California Edison, Edison Mission Energy's sister company, in 1968, and has held various engineering and management positions throughout his career. He holds an undergraduate degree in electrical engineering from California State University, Long Beach and a Master's degree in power engineering from the University of Southern California. John Milne John Milne has been a Director of Contact since the company’s establishment in November 1995. Mr Milne was a member of the Due Diligence Committee facilitating Contact’s Share Offer in May 1999. He is Deputy Chairman of the Maritime Safety Authority, a Director of Grove Mill Wine Company Limited and the New Zealand Wine Company Limited and Chairman of the He Huarahi Tamariki Trust. He has held a number of Directorships in the oil, gas and forestry industries, including Shell New Zealand Holding Company Limited, and senior management assignments with Shell International in London and the Far East including Deputy Chief Executive and Vice President Finance for the Shell Companies in The Philippines. Mr Milne holds an M.A. from Cambridge and a Bachelor of Commerce. He is a Chartered Accountant and a Fellow of the Institute of Directors. Tim Saunders Tim Saunders was elected to the Board of Contact Energy in January 2000 having also been on the board from its establishment until 1998. Mr Saunders is a partner in Northington Partners Limited, a corporate advisory firm in Auckland. He is a Fellow of the Institute of Directors and is currently a Director of a number of companies including AFFCO Holdings Limited, AGFA Gevaert NZ Limited, Bayer New Zealand Limited, Capital Properties Limited, Challenger International (NZ) Limited, Feltex Carpets Limited (Chair), Pyne Gould Corporation Limited, South Eastern Utilities Limited and Solid Energy NZ Limited (Chair). Mr Saunders holds a Master of Business Administration (Colombia) and a Bachelor of Commerce degree in Economics (Cape Town). Ray Vickers Ray Vickers was appointed to the Board of Contact Energy in May 1999 as one of the Edison Mission Energy nominees. Mr Vickers is Senior Vice President and General Counsel of Edison Mission Energy. Prior to joining Edison Mission Energy, he was a partner in the Los Angeles office of Skadden, Arps, Slate, Meagher & Flom, a global law firm. Mr Vickers’ experience includes international business transactions, emphasizing cross-border capital markets and investment transactions, project implementation and finance, and banking. He received a bachelor's degree from Harvard University and a Bachelor of Laws degree from Harvard Law School and attended the University of Adelaide in Australia as a Fulbright Scholar. 20 CONTACT ENERGY LIMITED A/R 9.1 TB 12/12/00 7:48 PM Page 21 Corporate Governance Role of the Board The Board of Directors has overall responsibility for the management of the company and all decision making. The Board is responsible for the appointment of management and sets the strategic direction of the company. The Board has delegated certain of its powers to sub-committees of the Board, and the day to day management of the company, to the Chief Executive. The Board reserves responsibility for significant matters such as the approval of business plans and budgets, agreeing to significant expenditure, the incurring of significant indebtedness, the entry into guarantees or indemnities and certain significant statutory matters. Contact is also required to seek the approval of its shareholders prior to entering into certain types of transactions. Board Operations and Membership The Board currently has seven members, all of whom are Non-Executive Directors. The current members of the Board are: Phillip Pryke Chairman John Bryson Deputy Chairman Paul Anthony Robert Edgell John Milne Timothy Saunders Raymond Vickers During the financial year the following changes occurred to the Board composition: • Andrew Thomson and Brian Wood both retired at the last Annual Meeting held on 25 January 2000; • Phillip Pryke retired at the last Annual Meeting and was re-elected to the board at the meeting; on 25 January 2000. John Bryson was appointed by the Board to fill the casual vacancy created by Mr Muller’s resignation; • Paul Anthony resigned as Managing Director and Chief Executive with effect from 8 September 2000, and was with immediate effect appointed by the Board as a Non-Executive Director to fill the casual vacancy created by his resignation. The Board has two formally constituted Committees – the Board Audit Committee and the Board Remuneration Committee. The Board also establishes other committees on an ad hoc basis as required from time to time. The Board Audit Committee comprises Mr Milne (as Chair) and Mr Edgell. The Board Audit Committee’s purpose is to oversee the financial policies of the company and to monitor the quality of financial reporting and financial management. The Board Remuneration committee comprises Mr Pryke (as chair) and Mr Edgell. The Board Remuneration Committee’s primary purposes are to review and recommend to the Board the level and type of remuneration for the Managing Director and Chief Executive and the level and type of remuneration for the Board. During the financial year ended 30 September 2000, the Board met sixteen times. The table below sets out attendance at the meetings. Director Board Attendance Committee Attendance Audit Phillip Pryke 15 John Bryson(1) 9 Paul Anthony 16 Robert Edgell 14 1 John Milne 16 2 Timothy Saunders 10 Raymond Vickers 13 • Timothy Saunders was elected as a Director at the Annual Meeting on 25 January 2000; Edward Muller (2) 3 Andrew Thomson (2) 4 • Edward Muller resigned as a Director with effect from the conclusion of the last Annual Meeting Brian Wood (2) 4 Remuneration 3 3 1 1 (1) appointed 25 January 2000 (2) resigned 25 January 2000 CONTACT ENERGY LIMITED 21 A/R 9.1 TB 12/12/00 7:48 PM Page 22 Senior Management Team The Senior Management Team comprises the managers responsible for the major business areas within Contact who report directly to the Chief Executive9. Stephen Barrett, Acting Chief Executive Stephen Barrett assumed the role of acting Chief Executive for Contact in September 2000. He has been seconded to the role by his employer and Contact’s cornerstone shareholder, Edison Mission Energy (“EME”). Mr Barrett has worked for EME and its affiliated companies since 1972 holding a range of senior positions, most recently as Regional Vice President, Business Development, Asia Pacific. His experience within the Edison group includes an extensive background in power plant operations and planning; interfacing with regulatory agencies; development of cogeneration and independent power projects worldwide; and management responsibilities for EME’s regional trading and risk management activities. Prior to moving to Australia in October 1996 he was responsible for the direction of EME’s business development activities in Europe, including establishing its first international office in London. In 1999, Mr Barrett moved to Singapore where he was based before his relocation to New Zealand. Mr Barrett’s academic qualifications include a Bachelor of Science in Electrical Engineering and a Bachelor of Arts in Mathematics. Stephen Cross, Sales and Marketing with the company’s retail acquisitions. As the General Manager, Sales and Marketing Mr Cross is responsible for Contact’s marketing activities and electricity and gas retail operations. He is currently on the Board of Empower Limited. Mr Cross has had a long involvement in the New Zealand energy industry, having joined Petrocorp in 1983 and remained with that company, and its successor Fletcher Challenge Petroleum, until 1993. During this period he was employed in joint venture management, acquisition, and project and strategic planning roles. He subsequently spent time working as an independent consultant and in the merchant banking industry. Mr Cross holds a Bachelor of Engineering (Hons) Civil. Frank Geoghegan, Business Development Frank Geoghegan joined Contact in 1996. He was appointed as General Manager, Business Development in December 1999 and is responsible for identifying and securing business opportunities in New Zealand for Contact, including examining existing assets and new projects, and managing acquisitions and divestments. Mr Geoghegan has had a long involvement in the New Zealand electricity industry. Prior to his current role he was the Generation Manager based in Auckland responsible for the operation and maintenance of the Otahuhu B, Te Rapa and Oakey plants and had responsibility for many of the activities associated with the development of Contact’s new generating assets in Australia and New Zealand. Mr Geoghegan holds a Bachelor of Engineering (Electrical) and an MBA. Stephen Cross joined Contact in February 1999 as General Manager, Fuels Trading and was appointed General Manager, Sales and Marketing in April 2000. Immediately prior to this, from August 1998 he worked as a consultant for Contact assisting 9. The General Manager, Finance position is currently vacant due to a recent resignation; a process is underway to find a replacement and it is anticipated an announcement will be made shortly. Pending an appointment the Finance Group report directly to the Chief Executive. 22 CONTACT ENERGY LIMITED A/R 9.1 TB 12/12/00 7:48 PM Page 23 Iain Graham, Information Management Iain Graham joined Contact in 1996 to establish the information technology infrastructure and business processes for Contact. He was appointed as General Manager, Information Management, in October 2000 and as such is responsible for Contact’s overall information systems. Mr Graham has 20 years experience in the Information Technology industry in New Zealand, Australia and Brazil. He has broad experience ranging from research and development through to the design and project management of large scale enterprise systems and has held senior roles in the telecommunications, insurance and banking industries. Prior to joining Contact Mr Graham was an Information Systems Strategist for Unisys New Zealand Limited. He is currently on the Board of e://volution E-business Limited. David Hill, Generation Operations David Hill joined Contact in June 1996 as General Manager, Generation Operations. He is responsible for the oversight and co-ordination of activities of Contact’s three generation groups (hydro, geothermal and thermal). Mr Hill joined Contact after spending five years as a freelance business consultant and Company Director. His Directorships included Chairman of Ubix Business Machines Limited which included periods as Executive Chairman. Prior to this, Mr Hill spent 13 years in the finance industry in a variety of senior and general management roles. He holds a Bachelor of Commerce and Administration and is a member of the Institute of Directors. David Hunt, Corporate Affairs David Hunt joined Contact in February 1996 and was appointed as Strategic Planning Manager. In June 1999 he took up the position of General Manager Corporate Affairs. Prior to his work at Contact, Mr Hunt held a number of different positions in the government sector, including Economic Adviser to the Minister of Finance, Energy Policy Manager at the Treasury and Economic Counsellor at the New Zealand High Commission in London. He has degrees in economics and statistics. Toby Stevenson, Electricity Trading Toby Stevenson joined Contact in 1995 as General Manager, Electricity Trading. He oversees Contact’s spot trading activities, risk management and contract management and is currently a member of the NZEM Rules Committee. Mr Stevenson joined Contact from Deutsche Morgan Grenfell in Sydney where he was an Associate Director responsible for managing the international futures desk. Prior to joining Deutsche Morgan Grenfell, Mr Stevenson held various positions in the primary industry and commodity markets in New Zealand. He holds a Bachelor of Agricultural Commerce (Economics). David Thomas, Fuels Trading David Thomas joined Contact in July 1996 and was appointed as General Manager, Fuels Trading in October 2000 after performing the role in an acting capacity since April 2000. He is responsible for managing Contact’s portfolio of gas assets, including gas supply contracts and sales contracts to major users. Mr Thomas has 16 years experience in the oil and gas industry in New Zealand, United Kingdom and Canada. During this period he has been employed in various engineering, trading, acquisition and divestment, and strategic planning roles. Prior to joining Contact Mr Thomas was Manager LPG for Fletcher Challenge Energy. He holds a Bachelor of Science and a Bachelor of Engineering (Hons)(Chem). CONTACT ENERGY LIMITED 23 A/R 9.1 TB 12/12/00 7:48 PM Page 24 Statutory Information For the year ended 30 September 2000 Entries Recorded in the Interests Register The following entries have been made in the interests register: (a) Share Dealings of Directors Contact Directors disclosed the following transactions in Contact shares for the year P Anthony Date of transaction Consideration per share Number of shares acquired Nature of relevant interest 28 August 2000 $2.51 20,000 Beneficial EME appointed Directors J Bryson, R Edgell and R Vickers are prohibited under EME policies from owning shares in Contact. (b)Directors’ interests in transactions General disclosures As at 30 September 2000, the following Directors have made the following general disclosures. Each such Director will be regarded as interested in all transactions between Contact and the relevant entity. P Pryke: Lucent Technologies (Australia) Pty Limited Lucent Technologies (NZ) Limited Institute of Immunology & Allergy Research Pauatahanui Projects Limited Managing Director Director Director Director P Anthony: British Gas Group Executive Vice President J Milne: Maritime Safety Authority of New Zealand Grove Mill Wine Company Limited The New Zealand Wine Company Limited He Huarahi Tamariki Trust Health Benefits Limited ANZ Banking Group Fletcher Challenge Limited Deputy Chairman Director/Shareholder Director Chairman/Trustee Director (ceased) Shareholder Shareholder T Saunders: AFFCO Holdings Limited AGFA Gevaert Limited Allied Finance Limited Bayer New Zealand Limited Capital Properties (NZ) Limited Feltex Carpets Limited L.E.K. Consulting Australasian Advisory Board Northington Partners Limited Pyne Gould Corporation Limited Solid Energy (NZ) Limited South Eastern Utilities Limited Challenger International Limited Director/Shareholder Director Director Director Director Director Advisory Board Member Partner Director/Shareholder Director/Chairman Director Director J Bryson: Edison International Limited – Chairman of the Board, President and Chief Executive Officer R Vickers: Edison Mission Energy Limited - Senior Vice President and General Counsel R Edgell: Edison Mission Energy Limited - Executive Vice President 24 CONTACT ENERGY LIMITED A/R 9.1 TB 12/12/00 7:48 PM Page 25 Specific Disclosures There were no specific disclosures during the year of any interests in transactions entered into by Contact. (c) Use of Company Information No member of the Board issued a notice during the year regarding the use of company information. (d)Directors’ Indemnity and Insurance Contact has agreed to indemnify Contact’s Directors, including Directors of subsidiary and associated companies, against any liability or costs incurred in any proceeding, excluding actions for gross negligence, criminal liability, breach of fiduciary duty or breach of Directors’ duties. Contact has taken out comprehensive insurance cover, including insurance policies that indemnify Directors, including Directors of subsidiaries and associates, against various potential legal liabilities. (e) Authorisations of Remuneration and Contracts of Employment Entries were made in the interests register during the accounting period in respect of changes to Paul Anthony’s employment contract, performance bonuses paid to Paul Anthony and payments made to Brian Wood and Andrew Thomson on retirement as Directors. Remuneration of Directors Below are details of the total of the remuneration and the value of other benefits received by each Director and former Director during the year: Director P Pryke P Anthony* J Milne T Saunders J Bryson R Edgell R Vickers B Wood A Thomson E Muller Total Position Directors Fees Chairman Managing Director Director Director Deputy Chair Director Director Director Director Deputy Chair $58,458 Retirement Payments Board Audit Committee Fees Executive Remuneration and Other Benefits $2,947,136 $29,229 $20,333 $23,667 $29,229 $29,229 $8,896 $8,896 $10,563 $218,500 $1,500 $1,500 $65,000** $65,000** $750 $130,000 $3,750 $2,947,136 Total Remuneration and Other Benefits $58,458 $2,947,136 $30,729 $20,333 $23,667 $30,729 $29,229 $73,896 $74,646 $10,563 $3,299,386 * Paul Anthony was the Chief Executive and Managing Director of Contact Energy up to and including 8 September 2000. On his resignation as Chief Executive, the Board invited Mr Anthony to remain as a Director of the Company to fill the casual vacancy. He did not receive any Directors’ fees during the accounting period. The total of the remuneration he received during the year was $2,947,136. This comprised the following payments: • salary and bonus payments amounting to $1,643,780; • as contemplated by the 1999 Annual Report, a payment of $928,356 in May 2000 being the amount equal to the price of 330,000 shares in the company as at 24 May 2000; • a sum of $375,000 was paid in relation to the satisfactory completion of performance targets prior to the effective date of the resignation of the Chief Executive. This payment was the subject of a further entry in the interests register shortly after the end of the financial year. ** The retiring directors also received a gift of crystal glassware. CONTACT ENERGY LIMITED 25 A/R 9.1 TB 12/12/00 7:48 PM Page 26 Directors of Contact Subsidiaries Directors Contact Group Company Paul Smith Contact Australia Pty Ltd Contact Operations Australia Pty Ltd Contact Hydro Australia Pty Ltd (resigned) Contact Hydro Services Pty Ltd (resigned) David Hunt Contact Australia Pty Ltd Contact Operations Australia Pty Ltd Contact Otahuhu B Ltd Linda Robertson Contact Otahuhu B Ltd Stephen Cross Empower Limited Paul Anthony Contact Australia Pty Ltd, (resigned) Contact Operations Australia Pty Ltd (resigned) Contact Hydro Australia Pty Ltd (resigned) Contact Hydro Services Pty Ltd (resigned) Empower Limited (resigned) Graham Kelly Contact Australia Pty Ltd, (resigned) Contact Operations Australia Pty Ltd (resigned) Contact Hydro Australia Pty Ltd (resigned) Contact Hydro Services Pty Ltd (resigned) Tina Hailstone Empower Limited Total Board Fees Consultant Fees 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $3,161 $3,161 $3,162 $3,161 0 $12,645 $8,371 $11,605 $28,727 $4,946 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $53,649 Total of remuneration and Value of Other Benefits $8,371 $11,605 $28,727 $4,946 0 0 0 0 0 0 0 0 0 0 $3,161 $3,161 $3,162 $3,161 0 $66,294 Remuneration of Employees The following table shows the number of Contact employees, not being Directors, who received remuneration and other benefits during the year ended 30 September 2000 exceeding $100,000. Remuneration Bands $100,001 - $110,000 $110,001 - $120,000 $120,001 - $130,000 $130,001 - $140,000 $140,001 - $150,000 $150,001 - $160,000 $160,001 - $170,000 $180,001 - $190,000 $190,001 - $200,000 $230,001 - $240,000 $250,001 - $260,000 $280,001 - $290,000 Number of Employees 7 4 4 6 2 3 2 1 1 1 3 2 Donations During the year Contact made donations totalling $84,684. Auditors The principal auditor for the Company is Arthur Andersen. The amount payable by the company to Arthur Andersen as audit fees in respect of the year is $150,000. In addition Empower Limited paid PriceWaterhouseCoopers $20,000 as audit fees in respect of the year. The amount payable by Contact in respect of the year for other services provided by Arthur Andersen is $96,802. 26 CONTACT ENERGY LIMITED A/R 9.1 TB 12/12/00 7:48 PM Page 27 Shareholder Information The following information is provided in accordance with the Listing Rules of the New Zealand Stock Exchange. 20 Largest Registered holders of Quoted Equity Securities as at 13 November 2000 Edison Mission Energy Taupo Ltd 241,580,000 ANZ Nominees Ltd 33,461,088 National Nominees NZ Ltd 27,651,946 AMP Superannuation Tracker Fund 7,965,921 AMP Life 6,677,255 National Mutual Life Ass of Australasia A Account 5,720,474 Trustees Executors & Agency Co of NZ Ltd 5,467,319 Citibank Nominees NZ Ltd 4,106,231 Guinness Peat Group New Zealand Limited 3,426,077 BNZ Nominees 3,238,550 Premier Nominees – Armstrong Jones Share Fund 3,213,519 Debenture Nominees Ltd 2,923,630 BT NZ Unit Trust Nominees Limited 2,708,615 BT New Zealand Nominees Limited 2,508,713 NZ Guardian Trust NZSE10 Index Fund 2,412,914 Credit Suisse First Boston Custodians Limited 1,909,456 Sheath Holdings – Strategic New Zealand Equity Income Trust 1,692,109 NZGT Nominees Ltd - AIF Equity Fund 1,555,276 Tracker Nominees –AMP Investments Tracker Nominees 1,283,205 Westpac Superannuation Nominees NZ Ltd 1,276,174 Total 360,778,472 Total Other Shares 243,171,528 Total Contact Shares 603,950,000 Total Treasury Stock 21,128,823 Total Shares (excluding Treasury Stock) 582,821,177 Distribution of Security Holders and Security Holdings as at 13 November 2000 Size of shareholding No. of holders % of holders No of shares % of shares 60 0.03% 1,893 0.00% 100 – 199 shares 234 0.14% 34,074 0.01% 200 – 499 shares 32,759 19.91% 12,476,529 2.07% 500 – 999 shares 1 - 99 shares 109,082 66.29% 82,123,844 13.60% 1,000 – 1,999 shares 8,649 5.26% 12,500,821 2.07% 2,000 – 4,999 shares 9,171 5.57% 27,348,239 4.53% 5,000 – 9,999 shares 2,703 1.64% 17,560,168 2.91% 10,000 - 49,999 shares 1,734 1.05% 28,515,111 4.72% 50,000 - 99,999 shares 92 0.06% 5,659,599 1.08% 100,000 – 499,999 shares 68 0.04% 11,761,194 1.95% 500,000 – 999,999 shares 5 0.00% 2,954,831 0.44% Above 1,000,000 shares 25 0.01% 403,013,679 66.73% 164,582 100.00% 603,950,000 100.00% Total CONTACT ENERGY LIMITED 27 A/R 9.1 TB 12/12/00 7:48 PM Page 28 Substantial Security Holders As at 21 November 2000 the following persons had notified the company that they were substantial security holders for the purposes of section 26 of the Securities Amendment Act 1988. Substantial security holder Nature of interest Edison Mission Energy Taupo Limited Shareholder Number of shares 241,580,00010 Edison Contact Investments Limited Mortgage and charge granted by Edison Mission Energy Taupo Limited in favour of Edison Contact Investments Limited 241,580,000 Credit Suisse First Boston, Melbourne Branch Offshore Banking Unit as agent for itself, Edison Contact Finance Limited, Credit Agricole Indosuez Australia Limited, SG Australia Limited and The Development Bank of Singapore Limited Charge granted by Edison Contact Investments Limited over its assets (including its rights under mortgage and charge granted by Edison Mission Energy Taupo Limited referred to above) in favour of Credit Suisse First Boston, Melbourne Branch Offshore Banking Unit as agent for itself, Edison Contact Finance Limited, Credit Agricole Indosuez Australia Limited, SG Australia Limited and The Development Bank of Singapore Limited 241,580,000 Credit Suisse First Boston, Melbourne Branch Offshore Banking Unit Under charge granted by Edison Contact Investments Limited referred to above 241,580,000 Edison Contact Finance Limited Under charge granted by Edison Contact Investments Limited referred to above 241,580,000 Credit Agricole Indosuez Australia Limited Under charge granted by Edison Contact Investments Limited referred to above 241,580,000 SG Australia Limited Under charge granted by Edison Contact Investments Limited referred to above 241,580,000 The Development Bank of Singapore Limited Under charge granted by Edison Contact Investments Limited referred to above 241,580,000 The number of shares of Contact as at 21 November 2000 was 603,950,000 (including shares held by the company as Treasury Stock). The Directors note that they have been informed that all the disclosures set out above relate to the same block of shares held by EME. Directors’ and their Associated Persons’ Security Holdings as at 30 September 2000 Director Number of Shares P Pryke 20,604 P Anthony 65,993 J Milne 29,837 T Saunders 1,613 EME appointed directors J Bryson, R Edgell and R Vickers are prohibited under EME Policies from owning shares in Contact. Credit Rating On 30 September 2000 Standard and Poor’s long term credit rating for Contact was BBB+ Stable. Exercise of NZSE disciplinary powers The New Zealand Stock Exchange has not exercised any of its powers under Listing Rule 5.4.2. Directors’ Statement This Annual Report is dated 22 November 2000 and is signed on behalf of the Board by P Pryke, Chairman J Milne, Director 10. Edison Mission Energy, the ultimate parent company of Edison Mission Taupo Limited, has announced that EME Pacific Holdings, also a subsidiary of Edison Mission Energy, is the beneficial owner of 4,121,262 Contact shares comprising approximately 0.7% of Contact’s shares. 28 CONTACT ENERGY LIMITED