Correspondence

15 April 2010

Important notice re GPG

New Zealand shareholders and the NZSA have been concerned about the performance of the international investment company GPG. Most executive directors including Sir Ron Brierley are domiciled overseas, there are no independent directors and no obvious succession plan. In addition to the recent poor performance by a series of investments suffering under the questionable IFRS accounting rules, yet again the company chose to hold its AGM in London on May 7.

A recent article by Brian Gaynor has added to the concern and called for shareholders to send a message by voting against all directors standing for re-election, and the remuneration report.

The NZSA Board felt that this did not address the issue of representation at the GPG meeting. Voting against Tony Gibbs would cut off our best avenue to influence change as he is the only NZ domiciled director, and has a good track record with other companies.

After intensive lobbying from the NZSA via Mr Gibbs, GPG has agreed to provide a fully interactive video link from a NZ location to the London AGM.

We also received an undertaking that a meeting/presentation attended by the GPG Board will be held in New Zealand within 12 months.

The attached information outlines these arrangements and issues you should consider when casting your proxy vote. It clarifies what to do if you want to send a revised proxy and the method by which you can make your voice heard.

Make sure you take advantage of this opportunity.

GPG Annual General Meeting London 7 May 2010

GPG will hold the AGM in London in May 2010 and it is unlikely that we will have a proxy representative attending the meeting.

However, at our request, GPG have agreed to provide a video conferencing link so that NZ shareholders will be able to listen to the presentation and ask questions of the Board. Details will be provided on the NZSA website but will occur at 9.30 pm on 7 May 2010.

As the NZSA will not have representation in person at the meeting, it is important that all proxies sent in are fully directed, ie shareholders vote for or against resolutions. As long as the proxies are directed by you, you can nominate the Chairman of the meeting to cast your vote. Proxies should always be sent direct to the registry, in this case Computershare NZ.

If you wish to correct an undirected proxy already posted, simply request or download another form from Computershare website. The latest proxy is the one that counts.

There is considerable concern that the performance of GPG is sub optimal and that this is in part due to poor governance practices, and that the Board is becoming stale with no succession plan in place for critical management.

There is a growing call from NZ shareholders to send a message to the company that its current practices are unacceptable and that the best means to do this is to vote against the reappointment of the two directors who are seeking re-election.

The company has already announced that it intends to return value to shareholders this year, and shareholders can expect an announcement on what form this might take in the near future.

Any return of value will have issues of considerable complexity to be resolved and accordingly the knowledge of the directors, however imperfect you may think them, will be important to ensuring that this value is delivered efficiently and with minimum tax costs. The cross border issues in themselves are complex and will affect NZ shareholders.

We do not see our role as one of providing you with advice but in respect of each resolution we will now outline the issues that need to be considered and tell you how we would vote your shares if we had an undirected proxy from you and were attending the meeting.

Resolution 1 and 13

These are procedural. We would vote For these resolutions.

Resolution 2

If you wish to send a message, vote Against. Many shareholders are concerned about the levels of reward paid to executives in this company, and the best way to send this message is to refuse to approve the report. It is non binding, but it is a message.

Resolution 3

Anthony Gibbs is the only NZ resident director. He has considerable history with the company. We think it would be a mistake if he were not at the table unravelling the restructuring issues that will be unique to NZ investors in an efficient manner. It also would be a mistake to lose the company’s only actual connection with NZ.

We would vote For his reappointment.

Resolution 4.

We have no view on Ron Langley as a director: however if you wish to reinforce your message, vote Against.

Resolution 5 and 6

These are procedural. We would Withhold our vote. We find it offensive that shareholders empower the directors to pay the people who are supposed to check on them. Vote Against if you wish.

Resolutions 7 through 12

We would vote against all of these resolutions. Tick the Against box.

The company is in the process of restructuring and it is considered inappropriate to authorise the company to either issue new shares or buy back its own shares in such circumstances, especially since these resolutions provide this authority for 5 years which extends beyond the time frame for the promised restructure.

NZSA Board

16 April 2010