Issuu

CHARTER OF

TE RUNANGA O NGATI AWA

as of 29 November 2025

L L L L |

S202 JOQUIBAON 62 ‘8A YSALYVHO VNOUL

HWOONI ONIA Idd NI H3dISNO2 OI SH3L1VIN AWOONI JO LNO SLNAWAVd LId FAS AHL SV ANOONI ATddv AVW S3AILVINSss3sHd3M "inu LNAWdOTSASQALINNWNOD OI SLNSNAVd 3MVN OL WMONVNnH HHHHHHHHHRPRRRPEREREREPEHEPHRHHHHHHHHHHHHHHHHHH AHA VONWNOY SHLOL SdNnd LINSY OI ANVANOO AWOONI AO NOILVOI lddv

1snd | INGāNdO13A3d4 ALINNWWOD

AO SASLSNY 1 dO NOILVLOM

asild3dK3 GNV STIIMS OI ddvo3d

ANVdWO2

L L

AH] AO SHOLD23dld AO NOILVLOY HLIM SLNAWLNIOddW

isnd | INGNdO13A3d4 ALINNNNO2

L L

L L L L L L L L L

ANVdWO2 saalsnd I GNV SHOL23HId

ao s33isnd I

SH] SO SHOLO23dlg

AO TVAOW3H

s33.1snd 1 GNV SHOLO3dld

HIHI

GNV LN3NLNIOddw

AO LNAWLNIOddV

NOILVYANNWY ONINIWH313d Ni 32N3n13NI ON saalsnH I GNV SHOLO3HId HO NOILVYANNWAY 32NVNH3AOS5 HO3 338ISNOds3l SHOL23HId1 VAAV ILVONHOd 73H SLassy YOLINOW OL YONVNnd ISN I INAWNdO13A3dl ALINAWWOD ANVdWNOO 3HL LSNY I INGWdOT8A3d ALINNDNNOS2 SH 4O 1OHLINOO ANVdNOS 3HI 3O 1OHLNO2 GNV dIHSHSNMO 1STN) ONV ANVANOO 40 INawHerav1531

TETEHI

1sndl GNV ANVdWOO L L L

s33AOTdW3

L L L L L L L L

HSIT8VLS3 OL VONVNnd

G3AO1dWA 38 OI LON S3ALLVINSs3läd3M H32I334O 3Aiin23K3 33IHO OI SNOILV937Sq YAOI 3Alln23K3 33IHO LNIOddv OL WONVNnH d3H.LO GNV d3SOlddO SALLnOo3Ks d3IHO NVHNYNYVYVHAA JO NOLLVYANNWAY LYOddNS dNv 32IAdV 3dIAOHd OL nVHnHnnHVMVHIA SONLL33IN VONWNOY dNāLv OL nVHnHnHVMVHIA nvHnHnHVNVHIA SNILNIOddv NI SNOLLVH3dISNOO NVHNYNYVAVHAA 3O LNAWLNIOddy SONILL33W JO SONId3320Hcl wnäono 213 VONVMLLNO SSIAGV oi Yn.LVNnvy INHVY AL

NAVI] 123L0dd OL VALVINNVY

IRDHVMN3L

Vn.LVWNnVN INHV 31. ONILNIOddv NI SNOLLVH3dISNOO ALNdaq dNV HIVHO 4O LNSWLNIOddy nvHndanHVMVHM

VALVINNVY

INHVY 31 40 LNAWLNIOddy

SL dNV VALVYAINVY INHVYY 31 AO LNAWLNIOddV

SSALLVIN3S3dHd3d

MHHWWHWWWWWIEHIWWWHI VONVNnd

SAAILVLNASANday JO SONId3320Hd SHIV44V WONVNTIH TOHLNO2 OI S3ALLVINSs3Hd3M 31NGSHIS dNOO3S HLIM 32NVdHO22V NI NOIL9313

4O SONILL33WN

GNV

SH3MOd

'NOILD2313

SNOLLOVSNVH I HOFVN NO NOILOILSAY S3l.IALL2V NO NOILOIHIsaM VONVNnH ahi ao sasodtnd TINI VONVNOY 3os123rao dhv snivis galnllLSNO93N WONVNOY

3H1 AO SLOAPEO

GNV SNLVLS

‘NOILNLILSNOOSY

NOLLV.3HdH31NI SWH31 dāNiaag SNOLLv 3 ddd3 INI GNV

SNOLLINI43d

SLNS.LNOO SO 318V.L

H3VHO

VMV ILVON O VONVNOY

PLANS...

wWwwekeakacuku kK AKAi e uku

RŪNANGA TO PREPARE ANNUAL PLAN

kw kI -ke-k--wkk-k-k--k---ke-eeeeeeeeevoheveppeeeneees

RŪNANGA TO PREPARE 5YEAR PLAN

ANNUAL REPORTS, ACCOUNTS PREPARATION

OF ANNUAL

AND AUDITOR...............2 eee e eee

REPORT

AUDIT OF FINANCIAL STATEMENTS APPOINTMENT

OF AUDITOR

COMPANY PLANS AND REPORTS wvessssnerserisszsnceesescnnieesensestanceseseuvenseneeeves GROUP ENTITIES TO PREPARE PLANS AND STATEMENTS OF INTENT

RUNANGA APPROVAL REQUIRED REPORTS BY THE COMPANY TO COMPLY WITH COMPANIES ACT 1993............................

11.7

COMMUNITY DEVELOPMENT TRUST TO MEET COMPANIES ACT STANDARD REPORT TO INCLUDE COMPARISON AGAINST PLANS PROTECTION OF SENSITIVE INFORMATION PREVIOUSLY APPROVED PLANS AND STATEMENTS OF INTENT

12.

DISCLOSURE

13.

NO DISCLOSURE OF SENSITIVE INFORMATION.................................

14.1 14.2 14.3 14.4 14.5 14.6 14.7 14.8 14.9

14.10

14.11 14.12 14.13 14.14 14.15 14.16

15.

GENERAL

OF PLANS, REPORTS AND MINUTES ..................

MEETINGS ...................22333222222202.208800OOe2V.V.0e0Ve2e2HAVV

RŪNANGA To HOLD ANNUAL GENERAL MEETING

APPROVAL OF REPRESENTATIVES’ REMUNERATION NOTICE OF GENERAL

MEETING

NOTICE OF SPECIAL MEETINGS

ANNUAL GENERAL MEETING NOT LIMITED TO NOTIFIED BUSINESS SPECIAL

MEETING

LIMITED TO NOTIFIED BUSINESS

INVALIDATION DEFICIENCY OF NOTICE

Quorum

CHAIRING OF MEETINGS

VOTING ADJOURNED MEETINGS UNRULY MEETINGS MINUTES

MINUTES TO BE EVIDENCE OF PROCEEDINGS MINUTES TO BE EVIDENCE OF PROPER CONDUCT

DISCLOSURE

OF INTERESTS... 2222 2002...

DEFINITION OF INTERESTED REPRESENTATIVE INTERESTS IN COMMON WITH HAPU

DISCLOSURE OF INTEREST TO OTHER REPRESENTATIVES DISCLOSURE

OF INTEREST OF OTHER

RECORDING OF INTEREST

REPRESENTATIVES

DEALINGS WITH “INTERESTED” REPRESENTATIVES

...................

PROHIBITION OF BENEFIT OR ADVANTAGE ...............s2 3222. REMUNERATION

AND EXPENSES ................... 2222 w2w--e.2d2..2-Y

No PRIVATE PECUNIARY PROFIT DISCLOSURE OF REPRESENTATIVE REMUNERATION

LIABILITY OF REPRESENTATIVES ak -wakwakukk wine

oka kaea akaaka auaka

INDEMNITY AND INSURANCE.....................2o2 2222 āweweāwavduu-)uā-keeewuwod2u2 INDEMNITY AND INSURANCE

FOR REPRESENTATIVES

INDEMNITY AND INSURANCE

COSTS TO BE JUST AND EQUITABLE

INDEMNITY AND INSURANCE

RE SPECIFIC TRUSTS

RECORD

OF DECISIONS

NGĀTI AWA NOT TO BE BROUGHT REPRESENTATIVES

INTO DISREPUTE .........................

NOT TO BRING INTO DISREPUTE

........................22wwwakakakkekRekeROREAA

DIRECTORS NOT TO BRING INTO DISREPUTE TRONA

CHARTER

Va: 29 November 2025

21.3

CENSURE OR REMOVAL OF REPRESENTATIVES

21.5 21.6 21.7

CENSURE OR REMOVAL TO BE NOTIFIED EFFECT OF REMOVAL REPLACEMENT OF REMOVED REPRESENTATIVE

25 25 25

22.1 22.2 22.3

GIFTS OR DONATIONS............. RUNANGA MAY ACCEPT SPECIFIC TRUSTS SPECIFIC TRUSTS TO BE SEPARATE USE OF SPECIFIC TRUST AS ETS. . . . . . . . . . . . . . . . . . w2 wv w9v

21.4

22.

22.4

23. 24.

26.

PAYMENTS.............................22252..22..22232202ā202004102K0A.90.29p2VK:L2VM::.7VAMOA-kwkekrii 26

24.1

AMENDMENTS TO CHARTER SPECIAL RESOLUTION REQUIRED

.................2..222.22222v3wā3727āvāāwāāwā0ā4ā4ā201071āS0A9tSaORRMMMAVVvveeeeeeveveeeppepen 26 26

24.3 24.4

REQUIREMENTS TO ALTER HAPU LIST CONSIDERATION OF PROPOSALS

26 26

25.1

WINDING UP ....................2222222222223324āā0āāāā40āāApROeOeV022VVVO2V2VVvveveevevuovvveceeepeeeecopveevepvveeeppeveeevepvveveeepevw 27 SUBJECT TO CLAUSE 24.2 4 wukawwawwakak kakawa akaki kakawa aaka kaka kauaka wkAKIHE Akuhata kakaea rawgakaa 27

26.1

ARCHIMING OF RECORDS. ; wha waka sa ak aka ao aa aa aaa ga eke sw kopae wka apa ewaaka pp okawa ap wrap aoho 27 RECORDS TO BE HELD FOR SEVEN YEARS 27

27.1

AWANUIARANGI II LAND

27.7 27.8

REMOVAL OF CLASSIFICATION OF INALIENABLE LAND PROHIBITION ON DEALINGS WITH INALIENABLE LAND...

26.2 26.3

27.

FOR

3322 w2w22w2eweaKae uu A Waw22ne- B:RrVw220200e0p)e.V0VD2cLHuH.vvpeeeveeeVeeeeeeeeeeee 25 25 25 uki ARH RR RERE RERE e HRE vae nreRE ereere 25

EXPENSES OF SPECIFIC TRUST

RECEIPTS

24.2

25.

PROCEDURE WHERE ALLEGATION MADE OF BRINGING INTO DISREPUTE

27.2 27.3 27.4 27.5 27.6

LIMITATIONS ON AMENDMENT.......

RECORDS TO BE ARCHIVED WITH ARCHIVES TRUST RECORDS MAY BE RETAINED FOR LONGER

CLASSIFICATION

OF LANDS

HELD

27 27

BY RŪNANGA

...........................22222vvsvsvvvvvsvvsvvvssvvv222s 27

u27

RUNANGA To GIVE DIRECTION (AWANUIARANGI II LAND)... wwawkāwkeehORRa eere veeleerereeees 28 PROTECTED LAND 28 RŪNANGA mo GIVE DIRECTION(PROTECTED LANp)........................2wwwwvwvwvwka4k4skkyyRlelRRgRvRereeeeereeeereke 28 FORM OF DIRECTIONS TO REGISTRAR-GENERAL 28 CLASSIFICATION OF INALIENABLE LAND 28

29 29

27.9 REGISTER OF LANDS 27.10 WINDING UP or DISSOLUTION 28.

29 ...29

28.1

DISPUTE DISPUTES

RESOLUTION ..........................2222232202202002202CKuyu ww2w2202āĀ02L.VWV22v220e0evepeeevevovvw 29 29

28.4.

TE KAHUI

KAUMATUA

28.6

TE ROOOPU RONGOMAU TO CONVENE HUI

28.2 28.3

28.5

28.7

NOTICE OF DISPUTE . . Ē REFERENCE TO TE KAHUI KAUMATUA

TO APPOINT TE ROOPU TP TORO

DELIBERATIONS OF TE ROOPU RONGOMAU

RENI

29 30

HI 30

HUI TO MEET NOTICE REQUIREMENTS

28.8 NOTIFICATION OF OUTCOME 28.9 DISPUTES AS TO INTERPRETATION OF CHARTER 28.10 NOTICE OF DISPUTE 28.11

REFERENCE TO EXPERTS FOR DETERMINATION

28.13

PROCEDURE OF EXPERTS

30 30 30 30

28.12 ROLE OF EXPERTS

28.14 NOTIFICATION OF OUTCOME

29.

REVIEW

30.

MAORI

OF HARITERRS FISHERIES

ussassass apa sa cow

kaa

wawa awaawa akaaka kapa taane

vaa avae kaeka aga 31

ACT 2004 ..........................2.2...22222222ss2s2v5vv3v3vvv3āāā2s42£6y202462eāa a keeve2uwws 31

FIRST SCHEDULE ...........................22.2222022000202020020090 A20202d2w2w2w2022u020ve222upuwp0ed2vppp)evevpuwepveeVeovepveepupwoeveveienvvveeede 32 MEMBERSHIP 1.

OF NGĀTI AWA

RŪNANGA

TO KEEP

AND

NGĀTI

AWA

...............................22222v2vs2w2v22k2svv22v224vsvvvvvvvsvvvvssssvvvvsvvsvevssvss 32

TRONA CHARTER V8: 29 November 2025

RŪNANGA TOMAINTAIN REGISTER

CONTENIES! OF REGISTER

Au whkkaa aaka pakaka wakkoiawwkk haukai

kaukau aa awau

kakau akaaka

BENEFICIARY REGISTRATION NUMBER

APPLICATIONS FORM

FOR REGISTRATIONW

uu au ukkkwk--- kake whakakakaakkaakaeua

OF APPLICATIONS

DECISIONS AS TO MEMBERSHIP ssssssssssoassangewa sa ga korona waka egg kaawa eka kakata WHAKAPAPA

COMMITTEE

TO BE ESTABLISHED

COMPOSITION OF WHAKAPAPA COMMITTEE CONSIDERATION

OF APPLICATIONS

DECISIONS TO BE MADE ON APPLICATIONS

SUCCESSFUL APPLICATIONS TO BE NOTIFIED AND REGISTERED NOTIFICATION OF UNSUCCESSFUL UNSUCCESSFUL

APPLICANT

APPLICANTS

MAY REAPPLY

CHANGES OF HAPŪ ..........wwWwwwswvwvvvvvvvvvvvvvvvvvvvvsvhvkhevkeevseneevevk okee eheehenheheneeenheoenehokere MEMBERS MAY CHANGE HAPŪ PROCESS TO CHANGE HAPŪ MAINTENANCE ‘OF REGISTER: RŪNANGA TOESTABLISH POLICIES ASSISTANCE

IN IDENTIFYING

wka-waawkwak cennrecevtonaeanuses ensue sanvusd Hikaka HEEkEkekka whakaki

MEMBERSHIP

RESPONSIBILITY OF MEMBERS OF NGATI AWA

CONSEQUENCES

OF REGISTRATION

NGATI AWA [REGISTER HIHI

SECOND SCHEDULE

PROCEDURE .........27

THIS SCHEDULE TO APPLY

232

2 "220 w2eāakaāw0weah0w0e02900wpRp.00.0Ooe0O0Ve.Rv9EKVeVeeve2p) A HeRekeReeekeveeeeeeeeeeeeeeeeeereeeeeee

ELECTION TO BE BY HAPŪ ELIGIBILITY FOR

APPOINT MENDT

REPRESENTATIVE TO BE REGISTERED WITH HAPŪ

wa ku wkawaakukahaakwakwihaku ph weka wa iana wana aukaha ako

REPRESENTATIVES NOT TO BE RŪNANGA EMPLOYEES REPRESENTATIVES MAY BE DIRECTORS

REPRESENTATIVE TERM Le

I E

TERM OF OFFICE ..... REPRESENTATIVES

ELECTIONS

EVERY 3 YEARS wuwhauuwkkwkkkkkk ak wakakekakakakkkkakakaweaa

SAHHHHIHHHHHHHHHEHENEHIHEHEHHHEREIHEEHHEHI

TO FACE RE-ELECTION

EVERY

THREE YEARS

CONTINUATION OF REPRESENTATIVE WHERE NO REPLACEMENT ELECTED

ELIGIBILITY OF SITTING REPRESENTATIVES CASUAL VACANCIES TERM OF CASUAL APPOINTMENTS

TEMPORARY REPRESENTATIVE NOTICE OF CONSULTATION Hui

TIMING OF ELECTIONS .................2222222wwwwww2 22 a waw2wawoeoOGSDRRVVWwwewewwkakahekakaukTkk-kku usvevvvees MAKING: OF NOMINATIONS CALLING

:aasksuau aku waawkkke- katoka kaka paoka awkkakaakokekakkekae keka

FOR NOMINATIONS

TIMING FOR NOMINATIONS FORM OF NOTICE

INCLUSION OF INVITATION TO REGISTER

TRONA

CHARTER

V8: 29 November 2025

6.5 6.6

| MINIMUM HAPŪ REGISTRATION PERIOD FOR NOMINATION ...............22

7.1. 7.22

HOLDING OF ELECTIONS............................2222222222322y2āā2āāā)4Ā4L02OoRYNHIk-kkkkke e-e? 39 s IMODE OF VOTING AT ELECTIONS 39 WAHI POOTI TO BE HELD.........:sessssscsrsceceennanesnnascsanansunisenth kaka kaka k kikkakaaakakkkkaakkkekakake kaka waka 39

7.4

ELIGIBILITY TO VOTE

7.5 7.6

8.1 8.2 8.3 8.4

10.

13.

10.1. 10.2

NOTICE OF ELECTIONS. ........22A.A.. A... wwkkkekawkee kerekere ereere kae NOTICE TO BE GIVEN -—PERIOD OF NOTICE METHOD OF GIVING NOTICE GENERAL CONTENT OF NOTICES

KEPA APEAVuk kaa

ADDITIONAL INFORMATION IN OTHER NOTICES POSTAL

VOTING

...nessntnencemsansasesenmpnomssnnmeneenne nenacnncamensntie a HA PEHA TA AKAAKA AEA akaaka awa gkaevee akapeea 41

-—TTIMING OF POSTAL VOTES. APPOINTMENT

kata aka kakaea 40 40 40 40 40

OF CHIEF

RETURNING

OFFICER

APPOINTMENT OF CHIEF RETURNING OFFICER CHIEF RETURNING OFFICER TO RECEIVE VOTING FORMS

......................................2......2.., 41

41 41

CHIEF RETURNING OFFICER TO BE PRESENT AT WAHI PooTi ONLY ONE VOTE TO BE CAST

41 42

RECORDING OF VOTES

11.1

COUNTING OF VOTES.....ncn-csrscrapescnncenesnonoerentoadnasnennateneeenenmetaonssandsende sass aedativaed geueeveedewssanesvess 42 ALL VOTES TO BE COUNTED 42

11.3

PROVISIONAL VOTES

CERTIFICATION AND NOTIFYING ELECTION RESULT

RETENTION

OF ELECTION

REVIEW

ELECTION

RECORDS 22.0.0... ... ccc ccceccc cece eeeceseeceeeeeeeeeeeeecueceeeeeeeeeeeeeeneeeeneeseees 42

12.1 12.2

COMPILING AND SEALING VOTING RECORDG....... RETENTION AND DISPOSAL OF PACKETS

13.1

CANDIDATES MAY SEEK REVIEW ..........

SERVICE OF APPLICATION ON OTHER CANDIDATES

42 43

RESULTS............................222.222222222220g2402ā20A0ĀPAD2ReRRVV222222. 43

13.2 13.3. 13.4

APPOINTMENT OF ELECTORAL REVIEW OFFICER ELECTORAL REVIEW OFFICER TO CONDUCT REVIEWS FORM OF REQUEST FOR REVIEW

13.6

CostTs..........

43 43 43 43

14.1. 14.2 14.3.

CONDUCT OF REVIEW............. 2 ww kkkekeeek kae kakekeerereree ranea sent reka re KA HAKA sid abiseduendecvatesasaeerveraees 44 NOTIFICATION OF ELECTORAL REVIEW OFFICER 44 ELECTORAL REVIEW OFFICER TO EXERCISE WIDE POWERS ........... 44 ELECTORAL REVIEW OFFICER TO BE GUIDED BY SUBSTANTIAL MERITS 44

14.5

DECISION TO BE FINAL

14.4

CERTIFICATION OF RESULT OF REVIEW

TS.

TERMINATION

16.

RECORD

PROCEEDINGS

OF OFFICE

OF CHANGES

THIRD. SOHEDULE.......v

10.5

13.5

14.

| VOTING AFTER CHANGE IN HAPU AFFILIATION

OTHER DETAILS TO ACCOMPANY VOTE

11.2

12.

DATE BY WHICH MEMBERS TO BE REGISTERED

9.1.

10.3 10.4

11.

ADDITIONAL CONTENT OF POSTAL NoTicEy..............................

9.2

wā wkwakawwkakukRuPkAkk Rehe -ke-kk e-e Hekeeeeeenei 38

-NO ELECTION WHERE ONE NOMINEE

8.5

8.6 9.

38 38

6.7

7.3

NOMINATION TO BE IN WRITING CONSENT OF NOMINEE

OF REPRESENTATIVES...................................... 44

OF REPRESENTATIVES

kkhakkkkekRAkakkā kakai

Ta kaa oka aka

................................22.2..222.2.2222220. 45

tawa a aa a aoao

aka kakakakokwkaka pu rawawnaoawakaaaaga 46

OF REPRESENTATIVES....................................22..2222.22222ā200200 b HW2222220222w2. 46

REPRESENTATIVES

REGULATE

MEETINGS

....................................... 46

TRONA CHARTER V8: 29 November 2025

NOTICE OF MEETING .........................22.22222s22222v5v72wāā4āāā0āa4ĀēŌReVeVieVeke-ekekekekekekekekeee -—KNOTICETO REPRESENTATIVES

2.1

2.2 2.3. 2.4 2.5

CONTENT OF NOTICE WAIVER OF NOTICE MEETING LIMITED TO NOTIFIED BUSINESS DEFICIENCY OF NOTICE

3. 4.

OUORUM...................2222.222222 2222 02āaaA2aotHōR0OewneuRe9ATE2M29VAVkeeeeeeueVVeevVvuveVVveveeVeveovieVeVeVVveVeVVppeeeeeeeeeeeeeeeeeee CHAIRPERSON AND DEPUTY REPRESENTATIVES TO ELECT

4.1

4.2 4.3

VOTING ON ELECTION TERMINATION OF OFFICE

PROCEEDINGS

5.1

CHAIRPERSON

VACANCIES DEFECTS OF APPOINTMENT

5.5

UNRULY MEETINGS

6.1

DELEGATION BY REPRESENTATIVES...............................2222020202N02022020000222 REPRESENTATIVES MAY DELEGATE

6.3

REGULATION OF PROCEDURE BY COMMITTEES

REPRESENTATIVES TO REMAIN RESPONSIBLE

RESOLUTIONS

00.0... ccc cece ccc cc cccccc cece ee ceueeceeeeececesceeeecuaceceeseseseueceaecsseceueceseccssecseeceseceseeeeaeeesees

MINWTES HIHI MINUTES TO BE KEPT MINUTES TO BE EVIDENCE OF PROCEEDINGS MINUTES TO BE EVIDENCE OF PROPER CONDUCT

8.1 8.2 8.3

9. 10.

akaaka kia auaka kaawa

5.3 5.4

6.2

AT MEETINGS whi whkakakkkkwkaawkekkkia kana kakapa ukiuki waka uwha

DECISIONS BY MAJORITY VOTE

5.2

CHAIRPERSON.......................222223322ā 3 ā02020000002

TELEGONFERENGE

MEETINGS

us usaswswkaaaa kawea aaka

aka wawa aka kawa aaka pak waa tan pawa apaka

10.1 10.2

CUSTODY AND USE OF COMMON USE AND CUSTODY OF SEAL AUTHORITY FOR TRANSACTION SUFFICIENT

11.1 11.2 11.3 11.4

FORMS OF CONTRACTS ...0.....ccccccceccceeceecececeeneeceeceseceneeseeeecuesecueerseeseseceueesseceseecesteeeeneceueeeens CONTRACTS BY DEED CONTRACTS IN WRITING ORAL CONTRACTS CONTRACTS PURSUANT TO RESOLUTION

FOURTH

SCHEDULE..........................2.2.222£2.2.e£2A5 MS LADVV2-2227sAveahākakakekekeketue keke kekekee

11.

PROCEDURE 1;

1.1.

FOR

PASSING

SPECIAL

GBEAL.............................222.2222222322323ā20āyāā2āWAā20A7MMLW.

RESOLUTION

..................................222..

THIS SCHEDULE TO APPLY ...........................22.222222ā220022020pRRVOVO2.20000w02wk0w2wowevoeeVu.Veepeepe02d2 A SPECIAL RESOLUTION TO

POSTAL

VOTING

VOTING.

...ncnsncunenpansenornnaneseaennnearnenneneaneneseneneunnennenspmgenuamsasscenenqenenmnnaasengmmneenaaanie E EAA kATRAKAEKEKES

SPECIAL

GENERAL

AND

SPECIAL

MEETING

GENERAL

MEETING

.j.........cccccccsssesceeceetccseeeecsbestectereseneces

REGUIRED.........................2.2.2£....

NOTICE.....................2222222222222020020o 2 PEI Wwww3epv0VPVVevuwvepveevepopO0VveeevepveVe0iveeveoeeeeeeieevdeeipeeveroeevveenee 5.1 5.2 5.3. 5.4

- NOTICE OF SPECIAL GENERAL MEETING METHOD OF GIVING NOTICE CONTENT OF NOTICE TO MEMBERS CONTENT OF ADVERTISEMENT

6.1

POSTAL MOTING Mau wwaaw wana OTHER DETAILS TO ACCOMPANY VOTE

akakakkaa waa kahakaha kuka AAANGAPAV AKAROA

TRONA CHARTER V8: 29 November 2025

HEARAAWAAAAHEAA

TIMING OF POSTAL VOTES.

POSTAL VOTES MAY BE RECEIVED AT THE SPECIAL GENERAL MEETING

APPOINTMENT OF CHIEF RETURNING APPOINTMENT OF CHIEF RETURNING OFFICER CHIEF RETURNING

OFFICER TO RECEIVE VOTING

OFFICER

.....................................

FORMS

CHIEF RETURNING OFFICER TO BE PRESENT AT SPECIAL GENERAL MEETING ELIGIBILITY TO VOTE ONLY ONE VOTE TO BE CAST RECORDING OF VOTES

COUNTING

(OF VOTES HIHI

ALL VOTES TO BE COUNTED

....

CERTIFICATION AND NOTIFYING

RESULT

PROVISIONAL VOTES

PROCEEDINGS AT SPECIAL GENERAL

MEETING.......................,

FIFTH SCHEDULE LIST OF HAPŪ

TRONA CHARTER V8: 29 November 2025

Document

Current

Control

Document

Document Version

Details

Te Rūnanga o Ngāti Awa Charter

title

V8: Clean Copy Format

number

Reason for amendment

Third Charter review following consultation by and submissions to Charter Review Committee

Authorised

29 November 2025 — Approved at SGM

date

Next document

in 2024

review

date|

December 2029

Document Version History Date Amended

Version | number

Reason for amendment

25/06/2004 | 1

Original Charter Approved

19/11/2005 | 2

Amendments

made

comply

with

the

Fisheries

2004

and

the

Maori

Commercial

Act

provisions

the

Maori

Aquaculture

Claims

Settlement Act 2004 28/11/2009 | 3

Amendments

made as a result of first five yearly Charter review

15/12/2018

| 4

Amendments

made as a result of 15 December 2018 Special Meeting.

15/12/2018

| 5

Correction to Rule 2.3 to make consistent with clause 2.7. Correction made 26/3/2019.

30/11/2024

| 6

Amendments made as a result of the 30 November 2024 Special Annual General Meeting.

28/04/2025

| 7

Whaia Legal memo of advice on amendments

29/11/2025

| 8

5 Schedule — List of Hapū - Name changed through Special Resolution

TRONA

CHARTER

V8: 29 November 2025

TE RUNANGA O NGATI AWA CHARTER Made for the purposes of and to take effect upon commencement of Te Rūnanga

o Ngāti Awa Act 2005

HE WHAKAMARAMA A.

16 June

1840

certain

Whakatane.

At that time

until about

1865,

Ngāti

Awa

Ngāti Awa

by which

time

chiefs

signed

the Treaty

of Waitangi

was essentially self-governing.

Ngāti

Awa

had

become

at Pōhaturoa

This remained

economically

the case

prosperous

and

was

actively engaged in trade and commerce. As a

result of various events involving Ngāti Awa

and either imprisoned Awa

a number

or executed. Approximately 245,000

rohe was confiscated

by orders in council on

acres

17 January and

orders in council were made under the provisions

in consequence been

of Ngāti Awa were arrested, tried

the New

land

within

1 September

the

Ngāti

1866. These

Zealand Settlements

Act

1863

of Bay

of Plenty tribes, including

Ngati Awa,

having

been

deemed

to have

From

the total land confiscated

the hapū

Ngāti

Awa

retained

77,870

in rebellion.

acres in the form ofreserves. During the 1870s and rohe

of Ngāti

Haehaenga,

Awa

1880s the Native

but

Pokohu,

Court subseguently iwi. The Crown

outside

the

Putauaki, awarded

by way

Land

Court held hearings

confiscation

Matahina,

line.

The

Tuararangaia,

into lands falling within the

blocks

Waitahanui

involved and

parts of these blocks,

regarded

by Ngāti Awa

of legislation then ordered

rehearings

into some

rehearings

resulted

in the

further

loss

of land

Subsequent

to the awards

of land

to Ngāti

from

Awa

Ngāti

Awa

were

Tahunaroa.

The

as theirs, to other

of the blocks. These

Pokohu

and

Matahina.

the activities of the Crown

Land

Purchase

Offices resulted in further alienations. In 1980 the hapū Board

of Ngāti Awa

established

the Ngāti Awa

under the Charitable Trusts Act 1957.

other things,

to progress

redress from the Crown

various

issues on

Trust Board, Awa,

for the 1866 confiscations

and the

return

1988 establishing

a Rūnanga

then

of the hapū of

including

was,

amongst

the

pursuit

of Ngāti Awa

lands.

Awa

Act

enacted Te Rūnanga

as a Maori Trust Board

by each

as a Charitable Trust

of the Trust Board

of Ngāti

at the reguest of Ngāti Awa,

appointed

purpose

behalf

1988 the Crown, with members

The

Ngāti

under the Maori Trust Boards Act 1955

Ngāti Awa.

Included

as section

11 of this

Act was a pardon in the following terms for those involved in the events of 1865: "He panui tenei ki te motu katoa, ka tutuki ana tenei Ture, koinei te wa mana, te tapu o nga tangata o Ngāti Awa i mauhereheretia, hoki, ki o ratou iwi, tae atu ki

e whakahokia ai

ki a ratou te ihi, te

i whakawakia i te tau 1865, ki o ratou whanau

a Ngāti Awa whanui. Ka wetekina katoatia nga whiu o

te ture i pa ki a ratou i

roto i nga pakanga whenua o Te Tau 1865. It is hereby declared that after the passing of this Part of this Act the character, mana, and reputation of the persons of Ngāti Awa descent who were arrested, tried, and labelled as rebels in or about 1865 is restored

to them and their whanau and to the iwi of Ngāti Awa as a whole, and a full pardon is hereby granted to

them in respect of all matters arising out of the land wars in 1865.”

The historical claims of Ngati Awa

against the Crown

and subsequent breaches of the Treaty of the settlement process

Te Rūnanga

to better reflect the unique character Act the Rūnanga

Waitangi

o Ngāti Awa

in respect have

the 1866

been settled.

confiscations

In conjunction

with

Act 2005 reconstituted the Rūnangaso as

and requirements

administers its assets for the benefit

of Ngāti Awa. of

present

and

Under

the Rūnanga

future

Members

Ngāti Awa in accordance with this Charter as amended from time totime.

DEFINITIONS ANDINTERPRETATIONS

1.1

Defined Terms In this Charter, unless the context otherwise requires: “Act” means Te Rūnanga o Ngāti Awa Act 2005 as amended from time to time. “Adult

Members

Ngāti Awa

of Ngāti Awa"

means

those

Members

of Ngāti Awa

identified

on the

“Annual Plan” means the annual plan of the Rūnanga which: (a)

Is prepared in accordance with clause 9.1; and

(b)

While the Rūnanga is a mandated iwi organisation for the purposes of the Māori Fisheries Act 2004, complies with the requirements of thatAct.

“Annual Report" means the annual report of the Ngāti Awa Group which: (a)

Is prepared in accordance with clause 10.17; and

(b)

While the Rūnanga is a mandated

iwi organisation for the purposes of the Māori

Fisheries Act 2004, complies with the requirements of thatAct. Awanuiārangi registered

II Land"

in the name

means

any

land

of Awanuiārangi

held

or on

Il in accordance

behalf

with the

of the

Rūnanga

procedure

set

and out

clause 27.1 and the Settlement Act. “Balance

Date"

means

30 June

or any

other date that the

Representatives

by resolution

adopt as the date up to which the financial statements of the Rūnanga are to be made in each

year. “Business Day" means any day in which registered banks are open for business in Auckland and Wellington ''Chairperson" means the chairperson from time to time of the Rūnanga elected by the Representatives in accordance with rule 4 of the Third Schedule. “Charter”

means

this Charter and includes the recitals and the schedules to this Charter.

TRONA CHARTER V8: 29 November 2025

“Chief Executive Officer” means the Chief Executive Officer of the Rūnanga appointed in accordance with clause 5. 7. “Chief Returning Officer” means as the context requires: (a)

the person appointed from time to time as chief returning officer for the purposes of Representative elections in accordance with rule 10 of the Second Schedule; or

(b)

the person appointed as chief returning officer for the purposes of a Special Resolution in accordance with rule 7.1 of the Fourth Schedule.

“Commercial Activities" means any activity carried out in pursuit of the which has as its principal objective the maximising

financial

Rūnanga

economic

Purposes

returns to the

Ngāti Awa Group and shall include without limitation the management and administration of all forestry lands and commercial

redress properties acquired in the settlement of the Ngāti Awa

Claims. “Community Rūnanga

Development

Activities"

means

any

Purposes which has as its principal obiective

activity the

carried

cultural

out

and

social

pursuit

the

development

of Ngāti Awa, and shall include without limitation: (a)

strengthening all aspects of Ngāti Awa tikanga, reo, kawa and korero.

(b)

the

provision

education,

of support

housing,

health

and

assistance

care, age

care and

Members relief

of Ngāti of those

Awa

respect

suffering from

mental

or physical sickness or disability. (c)

the development and enhancement of community facilities for the benefit of Ngāti Awa; and

(d)

the provision of funding to the Hapū for the cultural and social development of the Hapū.

“Community Development Trust” means the trust or other entity that may be established by the Rūnanga pursuant to clause 6. 1 to undertake Community Development Activities. “Consolidated Financial Statements”

means the consolidated financial statements of the

Ngāti Awa Group prepared by the Rūnanga in accordance with clause 10.1. “Customary Rights" means rights according to tikanga Māori (Māori customary values and practices), including the following rights: (a)

to occupy land; and

(b)

rights in relation to the use of:

(i)

(ii)

land; and/or

natural or physical resources.

TRONA CHARTER V8: 29 November 2025

“Deed

of Settlement”

means the deed dated 27 March 2003 between

representatives of

Ngati Awa and the Crown recording the settlement of the Ngati Awa Claims. “Deputy

Chairperson”

means

the deputy

chairperson

from

time to time of the Rūnanga

one is elected in accordance of rule 4 of the Third Schedule; “Election

Year”

means

the

Income

Year

commencing

1 July

2010

and

each

third

Income Year thereafter. “Electoral Review Officer’ means the person appointed to act as electoral review officer in accordance with rule 13.2 of the Second Schedule. “Five Year Plan" means the five-year plan of the Rūnanga

prepared in accordance with

clause 9.2. Hapū"

means

the hapū

listed in the

Fifth Schedule

tribal identities of Ngāti Ahi, Ngāti Hinanoa,

Ngāti

to this Charter, which

Irawharo,

Ngāti Kahurere,

incorporate

the

Ngāti

Nuku,

Patutatahi, Te Patutahora and Ngāti Tapatahi. “Inalienable

Land"

means

any land held by or on behalf of the Rūnanga

avoidance of doubt and without limitation, Awanuiārangi

Il Land and

(including for the

Protected

Land) which

for the time being is classified as inalienable in accordance with clause 27.6. “Income Year” means any year or accounting period ending on the Balance Date. “Major Transaction” in relation to any member of the Ngāti Awa Group means: (a)

The acquisition of, or an agreement to acquire, whether contingent

by that member

of the Rūnanga

the value

of which

is more

than

quarter the value

not, Property

Assets before the acquisition; or (b)

The

disposition

Property

of,

or an

by that member

agreement

the value

of which

dispose

of,

whether

is more

than

not,

quarter the value

contingent

of the

Rūnanga Assets before disposition; or (c)

A transaction that has or interests

or is

likely to have the effect

or incurring obligations

of that member

acquiring rights

or liabilities the value of which is more than quarter

the value of the Rūnanga Assets before the transaction, but does not include: (i)

Any transaction

entered

into by a receiver appointed

pursuant to an instrument

creating a charge over all or substantially all of the RGnanga Assets (whether the Assets are held by the RGnanga

or any other member of the Ngati Awa

Group);

or (ii)

-— Any acquisition or disposition of Property by that member from or to any wholly owned member of the Ngati Awa Group; and

TRONA

CHARTER

V8: 29 November 2025

other

Nothing

in paragraph

entering into an agreement to give,

by reason

a charge secured over

only of that member assets

giving, or

of the member the value

of which is more than a quarter of the value of the Rūnanga Assets for the purpose of securing the repayment of money or the performance of an obligation. For the purposes of paragraphs (a) to (c) of this definition of the value of the Rūnanga Assets shall be calculated based on the value of the assets of the Ngāti Awa Group. “Member of Ngāti Awa"

means every individual referred to in paragraph (b) of the

definition of Ngāti Awa; “Ngati Awa" (a)

is nga uri

o nga Hapū o Ngāti Awa and:

means the collective group composed of individuals referred to in paragraph (b) of this definition; and

(b)

means: (i)

every individual who is descended from a Ngāti Awa Tipuna;

(ii)

every individual who is

a member of a hapū, group, family or whanau

referred to in paragraph (c) of this definition; and (c)

includes: (i)

the Hapū; and

(ii)

any hapū, group, family or whanau composed

of individuals referred to in

paragraph (b) of this definition. “Ngati Awa Archives Trust" means the Ngāti Awa

Research and Archives Trust, a

Charitable Trust Board pursuant to the Charitable Trusts Act 1957. “Ngati Awa Area of Interest" means the Area of Interest of Ngāti Awa as identified and defined in the Deed of Settlement. “Ngati

Awa

Claims"

means

the Ngāti

Awa

Historical

Claims

as defined

in the Deed

Settlement or Settlement Act. “Ngati

Awa

Trust

(if any),

Group"

means

the Rūnanga,

their subsidiaries

(if any)

The

Company,

the Community

Development

and

any

trust(s)

(whether

incorporated

Members

Awa

or not)

under their control. “Ngati

Awa

means

maintained by the Rūnanga “Ngati Awa Tipuna"

the

Ngāti

that

in accordance with the First Schedule to this Charter.

means an individual or individuals who:

TRONA

CHARTER

V8: 29 November 2025

is to

(a)

(b)

exercised Customary Rights by virtue of being descended from: (i)

Awanuiārangi II; or

(ii)

a recognised ancestor of any of the Hapū;and

exercised

the

Customary

predominantly

in relation

to the

Rights

Ngati

referred

all property

(whether

real or personal)

Awa

paragraph

(a)

this

definition

Area

of Interest

at any

time

after

February 1840. “Property”

means

and

includes

choses

action,

rights, interests andmoney. “Protected

Land”

accordance

with clause 27.3 and

means

any

land

classified

for

the

time

being

having the characteristics of Protected

Protected Land

Land

as defined

the Settlement Act. “Provisional Vote” means a vote cast pursuant to rule 7.4(b) of the Second Schedule or rule 7.4(b) of the Fourth Schedule as the case may be. “Register of Lands”

means the Register to be maintained pursuant to clause 27.9.

“Registrar-General

of Land”

or “Registrar-General”

means

the

Registrar-General

Land appointed in accordance with section 4 of the Land Transfer Act 1952. “Related

Person”

means

a person

specified

in paragraphs

(i)

(iv)

section

CW42

(5)(b) of the Income Tax Act 2007, the person specified being: (a)

a settlor or trustee of a trust by which a business is carried on; or

(b)

a shareholder or director of

(c)

a settlor or trustee of a trust that is a shareholder of a company by which a business

a company by which a business is carried on; or

is carried on; or (d)

a person Tax

associated

Act 2007)

with

(as that term is defined a settlor,

trustee,

in sections YB1

shareholder

to YB20

or director

of the Income

referred

to in any

paragraphs (a), (b) or (c) of this definition. “Representatives”

means

accordance with the

Second

the

representatives Schedule

this

act as the representatives for the time being mean

any

one

of those

persons

and,

for the

elected

or appointed

Charter

of the Rūnanga avoidance

"Rūnanga"

means

the body established

by the Rūnanga

CHARTER

time

Ngati

to time

Awa

and

“Representative” includes

in to

shall

any

alternate

in accordance

with that

Schedule. Act and,

Act, governed by this Charter.

TRONA

and

of doubt,

Representative appointed pursuant to Rule 4.9 of the Second

from

represent

V8: 29 November 2025

6 Rūnanga Act" means Te Rūnanga Rūnanga time

Assets"

by the

received

means

Rūnanga,

pursuant

investments

o Ngati Awa Act 2005.

all assets received or otherwise owned

including

without

the

Deed

or other property

limitation

Settlement

or acguired from time to

all Awanuiārangi and

Settlement

paid or given to or acquired

Il Land

and

all assets

and

any

money,

Act

or agreed

to be acquired

by the

Rūnanga. " Rūnanga Purposes"

means the purposes of the Rūnanga as set out in clause 2.3;

“Settlement Act" means the Ngāti Awa Claims Settlement Act 2005. “Settlement

Date"

means

the

date

defined

the

Settlement

Date

the

Deed

Settlement or Settlement Act;

“Settlement

Property"

means

those properties

defined

as Settlement

Properties

in the

Deed of Settlement or Settlement Act; “Special

Resolution"

less than 75%

means

a resolution that has been

of the Adult Members

Ngāti Awa

passed

with the approval

who validly cast

a vote

not

accordance

with the process set out in the Fourth Schedule. “Special Resolution

of Representatives”

means a resolution that has been passed with

the approval

less

Representatives

of not

meeting of the Rūnanga

than

75%

of the

present

at a duly

convened

held in accordance with the rules in the Third Schedule.

“Statements of Intent” means the statements of intent prepared by The Company and the Community Development Trust in accordance with clause 11.1. “Te

Kāhui

Kaumātua"

means

the

council

elders

Ngāti

Awa

established

accordance with clause 4. “The Company"

means the company that the Rūnanga

is required to establish pursuant to

clause 6.1 to undertake Commercial Activities. “Wahi

Pooti"

means

allowing the Adult in person

the place

Members

their vote

the

or places

nominated

by the

Rūnanga

for the

of Ngāti Awa that are registered with

a particular

election

elected

of the

Representative

to be

purposes

Hapū to cast

by that

Hapū

accordance with the Second Schedule. ē Whakapapa

Committee”

means the committee appointed in accordance with rule 4 of

the First Schedule. "Whakaruruhau" means the Whakaruruhau of the Rūnanga appointed in accordance with clause 4.8. 1.2

Interpretation In this Charter, unless the context otherwise requires:

TRONA

CHARTER

V8: 29 November 2025

of in

(a)

words importing the singular include the plural and vice versa.

(b)

words importing one gender include the other gender.

(c)

references

to persons

governments

include

corporations

or other public bodies

and

or agencies

unincorporated whether

bodies

of persons,

or not having

a separate

legal personality. (d)

references to a statute shall be deemed to be references to that

statute

amended, re-enacted or substituted from time to time. (e)

references to a clause, recital or a schedule shall be to a clause, recital or a schedule to this Charter.

(f)

the schedules to this Charter shall form part of this Charter.

(g)

headings appear as a matter of convenience only and shall not affect the interpretation of this Charter.

(h)

references to a company are references to a company incorporated pursuant to the Companies Act 1993.

(i)

references to a subsidiary or subsidiaries shall be references to a subsidiary or subsidiaries as defined by the Companies Act1993.

RECONSTITUTION, STATUS AND OBJECTS OF THE RUNANGA 2.1

Rūnanga reconstituted The Rūnanga shall be governed and administered by and in accordance with the Rūnanga Act and this Charter and be guided by the tikanga and values of Ngāti Awa.

2.2

Status and obiects of Rūnanga The

Rūnanga

has

the

Rūnanga Act and this

authority

to represent

Charter the

Rūnanga

Ngāti

Awa

in all matters.

may do all such things

Subiect

it considers

or desirable in its sole discretion to perform or otherwise carry out the Rūnanga

2.3

the

necessary

Purposes.

Purposes of the Rūnanga The purposes of the Rūnanga are to receive, manage

and

on trust for the relief of poverty, the advancement of education or purpose that is beneficial to the Ngāti Awa community and (a)

administer or religion shall

the

Rūnanga Assets

or any other obiect

include withoutlimitation:

the promotion amongst Ngāti Awa of the educational, spiritual, economic, social and cultural advancement or well-being of Ngāti Awa and itsHapū.

(b)

the maintenance and establishment of places of cultural or spiritual significance to Ngāti Awa.

(c)

the promotion amongst Ngāti Awa of mental health and well-being of the aged or those suffering from mental or physical sickness or disability; and TRONA

CHARTER

V8: 29 November 2025

(d) 2.4

any other charitable purpose that is beneficialto the Ngati Awa community.

Restriction onactivities (a)

The

activities

of the Rūnanga

gain (except and

may

objects and

purposes

thing which

is or shall be held or

and

the

powers

not be carried

only to the extent provided of the Rūnanga

and

purposes

on for private pecuniary

for in clauses

16,

17 and

the

any matter

with clause

2.3

shall not include or extend to

determined of the

not to be

consistent

Representatives

and

the

profit or

18) and

Rūnanga

shall

restricted accordingly. (b) 2.5

The objects and purposes of the Rūnanga shall be limited to

New Zealand.

Restriction on Maior Transactions Notwithstanding

clause 2.2, the Rūnanga

and

any entity which

a member

of the Ngāti

Awa Group must not enter into a Major Transaction unless that Major Transaction: (a)

Is approved by way of Special Resolution; or

(b)

Is contingent upon approval by way of Special Resolution; and

(c)

Notice is given to the Adult Members of Ngati Awa in accordance with rule 5.1 of the Fourth Schedule.

ELECTION, POWERS AND MEETINGS OF REPRESENTATIVES 3.1

Election in accordance with Second Schedule The

Representatives

from

time

of the

Rūnanga

shall

elected

office

this

Charter,

the

Deed

accordance with the rules set out in the Second Schedule. 3.2

Representatives to control Rūnanga affairs Subiect

any

reguirements

imposed

the

Rūnanga

Settlement, the Settlement Act and, while the Rūnanga the purposes of the Māori Fisheries Act

2004,

that

Act,

Act

a mandated the

iwi organisation for

Representatives

shall control

and supervise the business and affairs of the Rūnanga in such manner as they see fit. 3.3

Proceedings Except

ofRepresentatives

otherwise

Representatives

provided

shall

the

conducted

Charter in

the

accordance

proceedings with

the

and rules

other

affairs

set

out

the

Third

as Te

Kāhui

Schedule. APPOINTMENT OF TE KĀHUI KAUMĀTUA 4.1

Appointment of Te Kāhui Kaumātua The

Rūnanga

Kaumātua,

shall

establish

to which each

a council

Hapū

of elders

of Ngāti

Awa

to be

known

shall be entitled to appoint one koroua or kuia provided

such koroua or kuia must be registered as 4.2

AND TE WHAKARURUHAU

that

a Member of that Hapū.

Appointment of Chair and Deputy At the first meeting

of Te

Kāhui

Kaumātua

following

the appointment

TRONA CHARTER V8: 29 November 2025

of its

members

Kāhui

Kaumātua

shall

appoint

one

of their

number

chairperson

and

(at

their

are

good

Awa

and

discretion) one to be deputy chairperson.

4.3

Considerations in appointing Te Kahui Kaumatua Appointees

to Te

Kāhui

Kaumātua

shall

Members

of Ngati

Awa

who

standing and who are knowledgeable of Ngāti Awa tikanga, reo, kawa and kōrero.

4.4

Te Kāhui Kaumātua to protect Mauri Te

Kāhui

Kaumātua

shall

facilitating the resolution

responsible

for protecting

of any disputes that may

the

Mauri

Ngāti

arise in connection with the Rūnanga

any part of the Ngāti Awa Group regarding the tikanga, reo, kawa and korero of Ngāti Awa. 4.5

Te Kāhui Kaumātua to advise on tikanga etc In addition

protecting

the

Mauri

of Ngāti

Awa,

Kāhui

Kaumātua

shall

advise

the

Rūnanga on matters involving Ngāti Awa tikanga, reo, kawa and kōrero. 4.6

Ouorum The

quorum

for any

meetings

of Te

Kāhui

Kaumātua

shall

not less than

five (5) duly

appointed koroua and kuia. 4.7

Proceedings of Meetings The

rules

of the Third

Schedule

egually to notice of meetings

as to notice

of Te Kāhui

of meetings

Kaumātua.

of Representatives

Otherwise,

shall

apply shall

Kāhui

Kaumātua

may

appoint

regulate its proceedings as it sees fit.

4.8

Appointment of Whakaruruhau The

Rūnanga

on the recommendation

of Te

Kāhui

Kaumātua

member

Kaumātua.

Ngāti Awa to be known as the Whakaruruhau of Te Rūnanga o NgatiAwa.

4.9

Considerations in appointing Whakaruruhau The

appointee

Whakaruruhau

shall

member

Kāhui

Representative shall not hold the position of Whakaruruhau. 4.10

Whakaruruhau to attend Rūnanga Meetings The Whakaruruhau

may

attend

Rūnanga

meetings

tikanga,

and

korero

of Ngāti

Awa

reo,

Whakaruruhau

kawa

shall not be counted

and

in any quorum

and

may

issues nor have

speak on issues relating to the of importance

the

iwi.

The

any voting rights at Rūnanga

meetings.

4.11

Whakaruruhau to provide advice and support The

Whakaruruhau

may

as reguired

provide

advice

and

support to the Rūnanga

and

the

Chief Executive Officer.

4.12

Remuneration

of Whakaruruhau

The Rūnanga shall determine the remuneration payable to the Whakaruruhau.

CHIEF EXECUTIVE OFFICER AND OTHER EMPLOYEES 5.1

Rūnanga to appoint Chief Executive Officer The Rūnanga shall appoint a Chief Executive Officer to manage the TRONA CHARTER V8: 29 November 2025

day-to-day administration

of the Rūnanga

including without limitation the implementation of

the planning, reporting and

monitoring obligations of the Rūnanga under this Charter. 5.2

Delegations to Chief Executive Officer The Chief Executive of the Rūnanga

Officer shall be responsible for the employment

and shall exercise such

other powers

of all other employees

and discretions

as are delegated to

him or her by the Rūnanga from time totime. 5.3

Representatives not to be employed A

Representative

may

not

hold

Representative be employed to the Rūnanga

the

position

as an employee

Chief

of the

Executive

Rūnanga

Officer,

engaged

nor

shall

as a contractor

other than in respect of short-term contracts for a duration of no more than

3-months within any financial year, for the performance of specific services in accordance with clause 18.1(c) of the Charter.

RŪNANGA TOESTABLISH COMPANY AND TRUST 6.1

Establishment of Company and Trust In receiving, controlling, and supervising the use of the Awa,

behalf

Settlement

Act

otherwise,

shall establish and oversee the operations of The Company

and

may establish the

whether

Rūnanga

Community

pursuant to the Deed

Development Trust,

of Settlement,

and

Rūnanga

the

shall oversee

operations

Assets

a Community

of Ngāti the

Development

Trust exists.

6.2

Ownership and Control of the Company The Company shall be 100% owned and controlled by the Rūnanga.

6.3

Control of the Community Development Trust The

Community

Development

Trust shall (if in existence),

if and

while

it is

a company,

100% owned and controlled by the Rūnanga.

If and when the

shall have and retain the power to appoint and

established

as a trust, then the Rūnanga

Community Development

Trust

remove the Trustees of thattrust.

6.4

TheCompany The

Company

shall

guided

tikanga

and

its objective

and

sole

purpose

Company,

shall as

that are of

a commercial

and

profitable

basis

values those

of Ngati of the

Awa.

The

Rūnanga Assets

shall manage

on a prudent, commercial

in doing

or otherwise

undertake

shall

conduct

Group,

purpose,

solely for the benefit

behalf

cultural manage

nature, which the Company

and

Activities of the Ngāti Awa on

the

of and

either itself or through

all Commercial

any subsidiary established for that

of the

Rūnanga

in the furtherance

of the

Rūnanga Purposes. 6.5

CommunityDevelopmentTrust If in existence, the Community values

Ngāti

Awa.

The

Development Trust shall be guided by tikanga and the cultural Community

Development

sole purpose use and administer

on behalf

may

transferred

undertaking

or allocated

Community

through any subsidiary

Development or

Trust,

of the Rūnanga

it for the Activities

purposes of the

shall

its

and

Assets

otherwise

Ngāti

conducting

Awa

either

itself or

and solely

Group,

other entity established for that purpose, on behalf TRONA CHARTER Va: 29 November 2025

objective

such of the Rūnanga

12 for the benefit of Ngāti Awa in the furtherance of the Rūnanga Purposes. 6.6

Rūnanga to monitor In giving effect to the Rūnanga

Purposes the Rūnanga shall be responsible for monitoring and

otherwise overseeing the activities of The Company and the Community Development Trust (if a

Community

undertake

Development

Commercial

Community Rūnanga

6.7

also

Activities

exercise

Community

Development

performance

by The

and

exists).

The

Rūnanga

Activities or, in competition

Development shall

obiectives

Trust

(if

Trust

(where and

not

conduct

with the Community

a Community

its ownership

Company

shall

other

Development interests

applicable)

the Community

such

in a

way

otherwise

Development Trust

The

Development

Company as

Trust,

exists).

The

and

the

promote

the

Trust of their respective

respective sole purposes as set out in this Charter.

Assets held forNgāti Awa All assets held and income derived by any member of the Ngāti Awa Group, including without limitation The

Company

and

the Community

Development

Trust (where

applicable) shall be

provided

this

held and derived for and on behalf of the Rūnanga.

6.8

Directors responsiblefor governance For

the

avoidance

of doubt,

and

except

companies

(including The Company)

governed

companies

and

their

respective

and

boards

expressly

other entities within the Ngāti Awa

and

the

role

of the

Rūnanga

Charter,

all

Group

shall be

respect

of those

other entities shall be limited to the exercise of the rights conferred

on the

Rūnanga as shareholder, or (as applicable) appointor, and beneficiary of the relevant entity.

6.9

Remuneration of directors and Trustees The Rūnanga shall determine the remuneration payable to any:

6.10

(a)

director of The Company.

(b)

trustee or director of the Community Development Trust (where applicable); and

(c)

trustee or director of any other member of the Ngāti AwaGroup.

Noinfluence in determining remuneration referred to

clause

any deliberations or proceedings relating to the payment

No Representative

otherwise of that remuneration

nor shall

materially

the

receiving any remuneration

Representative

in any

way

determine

indirectly the nature or amount of that payment

6.9 shall

take

influence

or the circumstances

part in

directly

in which

itis

to be

paid.

APPOINTMENT OF DIRECTORS AND TRUSTEES 7.1

Appointmentand removal of directors and Trustees The directors of The Company and the trustees of the Community applicable) shall

7.2

Development

Trust (where

be appointed and removed bythe Rūnanga.

Directors of The Company There

shall be not more

than 5 and

of the directors of the Company, TRONA

not less than 3

must be Members CHARTER

directors of The Company. of

Ngāti

V8: 29 November 2025

Awa,

A maiority

but such directors

shall

not be Representatives.

7.3

Trustees of Community Development Trust Should

a Community Development Trust exist, there shall be not more than 7 and not less than

trustees

of The

Community Development Trust. A majority of trustees must be Members of

Ngāti Awa, although such trustees

need not be Representatives.

If the Community

Development Trust is a company,

it shall have not more than nine (9) and not less than five (5)

directors. A maiority of those directors must be Members of Ngāti Awa although such directors need not be Representatives.

7.4

Appointments with regard to skills and expertise A

director

Development

The

Company

and

trustee

Trust

shall

appointed

only

eypertise that are reguired of bearing

mind

the

a member

activities

that

director if that

(if

applicable)

person

has

the

particular

Community skils

and

of the board to which the appointment relates and The

Company

(as

applicable)

Development Trust undertakes or is likely to

undertake

in the future

and

the

Community

the

mix

of skills

and expertise that is required on the relevant board. 7.5

Rotation of directors of The Company One third of the directors of The Company, number

nearest to one

third,

general

meeting

Company

of The

shall

or if their number

retire from in each

office as at the date

year. The

chosen

for the annual

directors to retire shall be those

have been

longest in office since their last appointment.

who were

last appointed

on the same

is not a multiple of 3 then the

However,

in the

case of

day, those to retire will be determined

between those directors or, if agreement cannot be reached,

by lot.

who

directors

by agreement

Retiring

directors

will

be eligible forreappointment.

7.6

Rotation of Trustees of Community Development Trust One third of the trustees or directors (if applicable) if their number

of the Community

is not a multiple of 3 then the number

office as at the date chosen

for the annual

general

Trust in each year. The trustees or directors (if have been longest in

office since

their

last

meeting

applicable)

of the Community to

appointment.

shall

However,

in the

case of trustees

last appointed

on the same

those

agreement

cannot

reached,

lot.

trustees

Retiring

those

who

day, those to retire will be

directors

trustees

Development

retire

determined

between

Trust, or

nearest to one third, shall retire from

or directors (if applicable) who were agreement

Development

(if

applicable)

or,

or directors

(if applicable)

will

eligible for reappointment.

APPLICATION 8.1

OF INCOME

Company to remit funds to the Rananga The

Company

income

derived

shall in each by

The

Income

Company

Year on

remit to the

behalf

of the

Rūnanga

so as

much is agreed

the surplus between

Company and the Rūnanga having regard to: (a)

The present and future needs and interests of all members of Ngāti Awa when deciding on the distribution of surplus income.

TRONA CHARTER V8: 29 November 2025

The

8.2

(b)

The Company’s objective and sole purpose in clause 6.4 and the desirability of retaining and reinvesting income to meet that objective and purpose.

(c)

the projected operating requirements out in their plans; and

(d)

the responsibilities and duties of the directors of The Company to comply with the requirements of the Companies Act1993.

as set

Rūnanga to make payments to Community Development Trust The Rūnanga shall in each Income Year to the Community

8.3

of The Company and its subsidiaries

Development

Community

Development

fulfilment

of its objective

pay such

portion

Trust (where

a Community

shall

all

Trust and sole

apply

purpose

such

of its income as it may determine Development

income

received

Trust exists).

The

it towards

the

in this Charter,

the

as set out in clause 6.5.

Representatives may apply income as they see fit Except as required Rūnanga

by clause 8.2, and subject to any other requirements

may provide for the payment, application or appropriation, or

or appropriate Company)

much

of the

available

income

in any Income Year as the Rūnanga

(including

any

decide

funds

to pay, apply

remitted

from

The

in its sole discretion thinks fit for or towards

the Rūnanga Purposes. 8.4

Payments out of income The

Rūnanga

may

in making

any

decisions

about the application

of income

Year, decide to have set aside, deducted from, or paid out of income

in any

Income

such amounts

as the

Rūnanga in its discretion from time to time thinks fit, including: (a)

as a reserve

against

losses

and

contingencies,

and

the

Rūnanga

losses from time to time or resort to any reserve fund in mitigation

may of

write

losses

off or for

any other purpose. (b)

as a reserve to meet fluctuations of income

in future

years

and other contingencies;

or (c) 8.5

as areserve for future investments or acquisitions.

Matters to consider in applying income In making

any

decision

as to the

application

of the

income

any

Income

Year,

the

Rūnanga shall, in exercising its discretion: (a)

determine how much

of the income should cease to be income and be added to and

form part of the capital of the Rūnanga

Assets, provided that the Rūnanga

may not

interests

the Income Year convert the entire income of the Rūnanga into capital. (b)

endeavour to act fairly in considering the

present and future needs and

all Members of Ngāti Awa.

PLANS 9.1

Rūnanga to prepare annual plan The

Rūnanga

shall

prepare

later than

one

month

before

TRONA CHARTER Va: 29 November 2025

the

commencement

of each

Income

Year

annual

plan

which

specifies

in respect

of that Income

Year

the following

information: (a) (b)

the strategic vision of the Rūnanga for the Ngāti Awa Group. the nature and scope of the activities proposed by the Rūnanga

for the Ngāti Awa

Group in the performance of the Rūnanga Purposes. (c)

the ratio of capital to totalassets.

(d)

the performance targets and measurements by which performance of the Ngāti Awa Group may be judged.

(e)

the manner in which it is proposed that projected income will be dealt with; and

(f)

any proposals for the ongoing management of the RUnanga Assets having regard

the interests of all Members of NgatiAwa. 9.2

Rūnanga to prepare 5-year plan The

Rūnanga

and

update

shall also produce within

not less than

longer-term vision of the Rūnanga and

12 months

every two years,

shall include a statement

following the execution

a 5-year plan.

Such

this Charter,

plan shall set

out the

in respect of the matters referred to in clause 9.1(a) to (A)

by the Representatives

of the commercial,

management

and

distribution policies that the Rūnanga intends to follow in respect of the Rūnanga Assets.

10. 10.1

ANNUAL REPORTS, ACCOUNTS AND AUDITOR Preparation of annual report The

Rūnanga

prepared

must,

within

four

annual

report on

months

after the

end

the affairs of the Ngati

period ending

at the end

of that Income

Year which

against Annual

Plan, and

Consolidated

Financial

income and expenditure statement

Group

Year,

of The

includes a comparison

of performance

including

Group

a balance

without limitation any such payment

Company,

or as

a trustee

or director

applicable),

or as a director or trustee

the

Awa

and

Group)

details

The financial

or fees paid to any

Trust (where

Ngati

sheet and

so as to give a true and

for that Income Year.

Development of

to be

the accounting

and notes to those documents

a director

cause

covering

any Representative’s firm (including

Representative

Community member

Income

shall include as a separate item details of any remuneration

Representative or to any

Awa

Statements

fair view of the financial affairs of the Ngati Awa statements

of each

any

premiums

of any

paid

of the other

respect

Representatives’ indemnity insurance.

10.2

Audit of financial statements The

Rūnanga

must

also

Income

Year are audited

giving

notice

of the

ensure

that the

by a chartered

annual

general

Consolidated accountant

meeting

of the

Financial

Statements

in public

practice

Rūnanga

for

each

prior to the date for the

Income

Year

immediately following the Income Year to which the financial statements relate.

10.3

Appointment of auditor The auditor shall be appointed

by the Rūnanga

prior to the end of the Income Year to which

the audit relates and, where possible, the fee of the No Representative or employee is

auditor

of the Rūnanga (including

a member or employee) may be appointed as the auditor. TRONA

CHARTER

V8: 29 November 2025

shall also be fixed any firm

at that time.

of which such

a person

11.

COMPANY PLANS AND REPORTS

11.1

Group entities to prepare Plans and Statements of Intent The Rūnanga exists): (a)

must ensure that each of The Company

and Community

Development Trust (if one

maintain a Statement of Intent setting out its long-term objectives and the general principles by which it proposes to operate.

(b)

required

the

changes

limitation

changes

Rūnanga

circumstances to

the

update

that

may

nature

the

Statement

of Intent

arise

from

time

to time,

business

and

the

its

to take

into

account

including

without

business

any

its

every

subsidiaries. (c)

prepare

and

maintain

years,

and

which

a 5-year plan, which

sets

out

its

shall be updated

medium-term

vision

not less than

and

the

specific

steps

that

proposes to take during that period to fulfil the objectives

and

principles

set

out

plan

the Statement of Intent referred to in paragraph (a) of thisclause. (d)

later

than

accordance

months

with

following

paragraph

the

before the commencement

of each

the

steps

taken

completion

first

year

and thereafter no later than 2 months

Income Year,

relevant

of the

Income

prepare an annual Year

meet

plan setting out

its 5 year

planning

objectives and fulfil the objectives and principles of the Statement of Intent. (e)

within 2 calendar months after of each

to the

Rūnanga

position together with an unaudited

summary

that

Income

Year

send

the completion

period (such reports to be in such form

of the first, second reports

its operations

of financial results as the

and third

Rūnanga

quarter

and

financial

atthe

end

may require from time

to time); 11.2

Runangaapproval All

Statements

Rūnanga. beyond

required

of Intent,

However,

approving

five-year

nothing

or not approving

its powers as shareholder,

plans

and

in this clause

annual

shall

any plan or

plans

must

the

Rūnanga

allow

approved to

give

the

directions

Statement of Intent or otherwise exercising

appointor or beneficiary,

with the intention that

the directors

The Company and trustees or directors (if applicable) of the Community Development Trust (if one exists) shall otherwise retain full discretion in respect of the implementation

of the plans

and Statements of Intent. 11.3

Reports by The Company to comply with Companies Act 1993 AIl annual reports by The Company

shall comply

in all respects with the reguirements of the

Companies Act 1993 including, without limitation: (a)

the

description

nature

reguired

section

of the business of The

business

in which

the company

211(1)(a)

Company has

of the Companies

Act

or any of its subsidiaries, interest,

another company orotherwise. TRONA CHARTER Va: 29 November 2025

whether

1993

the

or the classes

shareholder

(b)

the

financial

Income

statements

(or as

Year completed

and

appropriate

signed

group

financial

in accordance

statements)

with the Financial

for

that

Reporting

Act

1993. (c)

the auditor's report of the financial statements (or group financial statements) of the company for that Income Year.

but excluding

the

information

required

section

211(1)(g)

of the Companies

Act

1993

where the Rūnanga so decides pursuant to clause 17.6.

11.4

Community Development Trust to meet Companies Actstandard All reports by the Community standard,

including

Development

form

and

Trust, if it exists, shall be provided

content

reguired

under

clause

to the same

11.3,

if the

Community Development Trust were a company. 11.5

Report to include comparison against plans In addition

to the

matters

Community

Development

performance

against

set

out

Trust

both

clause

(where

their

11.3,

all

applicable)

shall

include:

plans

for that

respective

annual

reports

The

Company

and

the

a comparison

their

Income

and

their

Year

medium- and longer-term planning objectives (as set out in the 5-year plans and Statement of Intent). 11.6

Protection of Sensitive Information For

the

avoidance

of doubt,

Companies

Act 1993 not to include information

Rūnanga

considers

in on

The

in this

Rūnanga, the

shareholder

nothing

Company,

reasonable

clause to

agree

limits

pursuant

in the annual

grounds

that

or affects

the

rights

the

section

211(3)

the

report of The Company information

where

commercially

otherwise sensitive. 11.7

Previously Approved Plans and Statements of Intent Pending approval of any Statement of Intent, 5-year plan or annual plan

by the Rūnanga,

Company and Community Development Trust (where applicable) may continue

implement

any Statement of Intent, 5-year plan and annual plan previously approved by the Rūnanga. 12.

DISCLOSURE OF PLANS, REPORTS AND MINUTES

12.1

The Rūnanga shall hold at its offices and make available for inspection by any Member of Ngāti Awa during normal business hours on any Business Day: (a)

the Annual Report for each of the preceding three Income Years.

(b)

the Consolidated Financial Statements for the preceding three Income Years.

(c)

the Annual Plan.

(d)

the Five Year Plan.

(e)

the Statements of Intent; and TRONA

CHARTER

V8: 29 November 2025

The

(f)

the minute book kept in accordance with clause 14.14 of all decisions taken and business transacted at every annual general meeting and special general

Any Member

of Ngāti Awa

shall be entitled to obtain copies

the

shall

entitled

Rūnanga

also

to recover

of this

at its discretion

meeting.

information.

all reasonable

However, copying

postage costs (ifany). 13.

NO DISCLOSURE OF SENSITIVE INFORMATION

13.1

For the avoidance of doubt, but subject to the reporting 10.1,

12.1(a),

12.1(b),

12.1(f),

14.1(a)

and

14.1(b),

obligations of the Runanga

the Rūnanga

may

limit disclosure of any information about the activities or proposed and

the

Ngāti

Awa

Group

which

the

Rūnanga

considers

at its

in clauses

sole discretion

activities of the Rūnanga reasonable

grounds

commercially or otherwise sensitive.

14.

GENERALMEETINGS

14.1

Rūnanga to hold annual general meeting The Rūnanga

shall,

no later than six calendar months

and in any event

no more

of the Rūnanga,

hold

than 15 months

a general

meeting

after the end

of each

Income

Year,

after the date of the last annual general meeting for the

Members

of Ngāti

Awa,

to be

called

its

annual general meeting, and shall at that meeting: (a)

report on the operations of the Ngāti Awa Group during the preceding Income Year.

(b)

present the Annual Report and duly audited Consolidated Financial Statements.

(c)

present the proposed Annual Plan.

(d)

announce the names of all newly appointed Representatives.

(e)

approve the appointment of the auditor for the next Income Year.

(f)

approve the Representatives’ remuneration;

(g)

undertake all other notified business; and

(h)

at the discretion of the Chairperson, undertake any other general business raised at that meeting.

14.2

Approval of Representatives’ remuneration No remuneration

will be paid to

unless that remuneration Ngati

Awa

present

remuneration

a Representative

has been

at the

annual

authorised general

in his or her capacity as

by a

meeting.

to be paid to the Representatives

taken together or to any

office

This

a Representative.

Representative in his or her the Community

clause

capacity as

does

not

a director

Each

resolution

will

sum

annum

a monetary

either to all Representatives as

resolution such

person

apply

CHARTER

V8: 29 November 2025

any

Adult per

from

Members

express

the

payable

time to time holds

remuneration

of the Company,

Development Trust, or a director or trustee of TRONA

who

to any

the

a Representative

paid

any

a director or trustee of other

member

the

Ngāti

Awa

Group

and

that remuneration

shall

be determined

by the

Rūnanga

pursuant to

clauses 6.9 and 6. 10. 14.3

Notice of general meeting The

Rūnanga

annual

general

last address Notice

shall give not less than twenty-one meeting,

shown

such

Adult

Member

shall also

Zealand

circulating

regions where

notice of the holding

such notice to be posted to all Adult Members

for each

of the meeting

newspapers

(21) days'

New

the Rūnanga

inserted

considers

and

of Ngāti Awa

prominently in

any

of Ngāti Awa

on the Ngāti Awa

in appropriate

maior

the

at the

metropolitan

provincial

newspapers

circulating

that a significant number

of Members

of Ngāti Awa

reside. AIl such notices shallcontain: (a)

the date, time and place of the meeting.

(b)

an agenda of matters to be discussed at themeeting; and

(c)

details of where copies of any information to be laid before the meeting may be inspected.

14.4

Notice of special meetings In addition

to the annual

general

meeting

of the

Rūnanga,

the

Rūnanga

shall

convene

special general meeting of the Rūnanga on the requisition of: (a)

the Chairperson and Deputy Chairperson for the time being of the Rūnanga; or

(b)

any 5 Representatives; or

(c)

100 Adult Members of Ngāti Awa, provided that those Adult Members of Ngāti Awa are registered with not less than 11 Hapū.

Notice of such

a meeting

general

meeting

statement

and

the

shall be given

those

Rūnanga

reguisitioning setting

reguisitioned and the specific agenda shall not be reguired

out

in the same the the

manner

as for a notice of the annual

meeting

shall

reguired

purposes

for

which

the

items proposed

for

to give notice calling the meeting

such until such

provide

meeting

has

a meeting.

The

a statement

a been

Rūnanga

with agenda

items has beenreceived.

14.5

Annual General Meeting notlimited to notified business At the discretion of the Chairperson, general

business

at any

annual

any general

general

business

meeting

may

raised at the designated be

transacted

addition

time for to

the

business expressly referred to in the notice calling that meeting.

14.6

Special Meeting limited to notified business No

business

shall

be transacted

at any

special

general

meeting

other than

the

business

expressly referred to in the notice calling that meeting. 14.7

Invalidation The

accidental

omission

to give notice to, or a failure to receive

special general

meeting

a Member

of Ngāti Awa

annual

does not invalidate the proceedings

TRONA CHARTER V8: 29 November 2025

notice of

that meeting.

14.8

Deficiency of notice Subject

to clause

14.6,

a deficiency

or irregularity in a notice

of any

special

general

meeting will not invalidate anything done at the meetingif: (a)

the deficiency or irregularity is not material; and

(b)

the Adult Members of Ngāti Awa who attend the meeting agree to waive the deficiency orirregularity.

14.9

Ouorum The

guorum

reguired

for any

seventy (70) Adult Members less than 75%

annual of

or special

Ngāti Awa

of the number of Hapū

general

present

meeting

in person

of the

Rūnanga

shall

who are registered

with

not

including amongst those Adult Members

no less than

twelve (12) Representatives. 14.10

Chairing of meetings The Chairperson for the time being of the Rūnanga

will be the chairperson

of any annual or

special

have

meeting.

general

meeting

and

will

preside

over

and

Chairperson

is not present

at the time

appointed

Chairperson

shall

chair.

Deputy

Representatives

the

If the

control

for holding

over

the

a meeting,

Chairperson

is also

then

not

the

present,

If the Deputy

then

the

present shall elect one of their number to substitute as the chairperson

for

(hat meeting. 14.11

Voting To the extent that

a vote is

sought or required

at any annual

every Adult

Member

of Ngāti Awa present shall have one vote.

of hands.

The

a show

chairperson

of the

meeting

resolution either before or after any vote. However, and

14.2, the Rūnanga

shall not be bound

may

except

by a resolution

special general Voting may

by voice or

demand

pol

also as

provided

passed

14.11 detracts from the obligation of the Rūnanga

in clauses

at any annual

general meeting but will only be reguired to give consideration to any in this clause

meeting,

such

714.1(e) or special

resolution. Nothing

to comply with any Special

Resolution passed in accordance with the Fourth Schedule.

14.12

Adiourned

meetings

If within one hour of the time appointed for is not

present, the meeting will stand adiourned

the meeting.

that later day, the meeting

same

place as the adiourned

time

appointed

constitute

14.13

an annual or special general meeting,

meeting.

for that adiourned

to be re-convened

will be held again

If a guorum

a guorum

7 days after the date of

at the same

time and

is not present within one hour

meeting,

the

Adult

Members

disorderly

in the

from

the

present

will

of Ngāti

Awa

opinion

a guorum.

Unruly meetings If any

general

meeting

becomes

unruly

that

the

chairperson of the meeting the business of the meeting

cannot

be conducted

and

of the

chairperson

orderly

manner,

or if any

meeting

in the

opinion

TRONA

CHARTER

VA8: 29 November 2025

the

proper

becomes

unduly

protracted, the chairperson may, and without may direct that any uncompleted his or her opinion,

giving any reason, adjourn the meeting and

item of business of which notice

requires to be voted

upon,

was given

be put to the vote by a

and which,

poll, without further

discussion. 14.14

Minutes The

Rūnanga

shall

keep

a proper

record

in a minute

book

of all decisions

taken

and

business transacted at every annual general meeting and special general meeting.

14.15

Minutes to be evidence of proceedings Any

minute

of the proceedings

at an

annual

general

meeting

or a special

general

meeting

which is purported to be signed by the chairperson at that meeting shall be evidence of those proceedings.

14.16

Minutes to be evidence of proper conduct Where

minutes of an annual general meeting or a special general meeting

in accordance deemed

with

have

this clause been

properly

then,

until the contrary

convened

and

is proven,

its proceedings

the to

have

been made

meeting

have

shall

been

conducted

properly. 15.

DISCLOSURE OF INTERESTS

15.1

Definition of interested Representative A Representative will be interested in a matter if the Representative: (a)

is a party to or will derive a material financial benefit from that matter.

(b)

has a material financial interest in another party to the matter.

(c)

is a director, officer or trustee of another party to, or person who will or may derive a material financial benefit from, the matter, not being a party that is wholly in the case of a trust controlled, by the Rūnanga or any subsidiary of the

(d)

owned,

Rūnanga.

is the parent, child or spouse of another party to, or person who will or may derive a material financial benefit from, the matter; or

(e) 15.2

is otherwise directly or indirectly interested in the matter.

Interests in common with Hapū Notwithstanding Representative

clause is

15.1

a member

Representative

of a Hapū

will

and where

interested

in a

matter

where

that

his or her interest is not different in kind

from the interests of other members of that Hapū.

15.3

Disclosure ofinterest to other Representatives A

Representative

must

forthwith

after becoming

aware

of the

fact that

she

interested in a transaction or proposed transaction with the Rūnanga, disclose to his or her coTRONA CHARTER Va: 29 November 2025

Representatives at a meeting of the RUnanga: (a)

if the

monetary

value

of the

Representative’s

interest

is able

to be

quantified,

the

quantified,

the

nature and monetary value of that interest; or (b)

if the

monetary

value

of that

Representative’s

interest cannot

nature and extent of thatinterest. 15.4

Disclosure of interest of other Representatives Where a Representative is aware of an actual or potential conflict of interest of another Representative then that person has a duty to draw the attention of the Runanga to the conflict of interest.

15.5

Recording of Interest A disclosure

of interest

by a Representative

shall

recorded

in the

minute

book

of the

Rūnanga. 16.

DEALINGSWITH "INTERESTED" REPRESENTATIVES

16.1

interested Representative shall not take part in any deliberation or vote in respect of any

matter in which that Representative is for the

purposes

interested voting

of forming

Representative

interested,

a quorum

must

on the matter in which

leave

any

the

nor shall the Representative meeting

meeting

to consider

such

for the duration

that representative

is interested,

be counted

matter.

Any

of the deliberation minutes

and

the

should

may

be directed or diverted

record the Representative's absence and return. 17.

PROHIBITION OF BENEFIT OR ADVANTAGE

17.1

No amount derived from the business

of the Ngāti Awa

to the benefit or advantage

or indirectly,

or materially

to determine

extent of the relevant

a Related

Group

Person where that Related influence

benefit or advantage

either the

Person

determination

or the circumstances

is able, directly of the

which

nature

the

relevant

benefit or advantage is, or is to be, given orreceived. 18.

REMUNERATION AND EKPENSES

18.1

No private pecuniary profit No

private pecuniary

profit may

be made

by any person from the Rūnanga.

However,

each

Representative shall be entitled: (a)

in each may

Income Year, to remuneration

be reasonable

having

duties and responsibilities of the

Community

member

of the

authorised

regard

as a director of The Company,

Development

Ngāti

Awa

for his or her services as a Representative as

to his or her duties and Trust

Group)

pursuant to clause

or as a director or

so long

responsibilities (including or

as a trustee or director trustee

as that remuneration

14.2 or determined

pursuant

has

any

been

other properly

to clauses 6.9 and

6.10

as the case maybe; (b)

to be reimbursed

for fair and

behalf of the Rūnanga

or any

reasonable member

expenditure

incurred

of the Ngāti Awa

TRONA CHARTER V8: 29 November 2025

Group,

him sublect

her in

every

case to approval by the Rūnanga. (c)

if any Representative work

done

work

is engaged

in a profession

by that Representative of

Representative

business,

or that Representative's

professional

was

of the

not one

business

nature)

Representatives

the

to charge

fees

for

firm (whether

or not the

same

basis

but contracted

if that

to carry out the

work on their behalf. 18.2

Disclosure of Representative remuneration The

Rūnanga

shall, in accordance

paid to or fees

charged

by, any

with clause

10.1, show

Representative

the amount

any

amount of any premiums paid out of the Rūnanga

Assets

for

insurance

including

any

separately

in the financial

statements

of any remuneration

Representative’s any

firm

and

Representative

payments

made

the

indemnity pursuant

clause 20. 19.

LIABILITY OF REPRESENTATIVES

19.1

A Representative shall only be liable for losses attributable to his

or her dishonesty or to his

or her wilful commission

knows

known

to be a breach

or omission

of an act which

of this Charter.

she

In particular, no Representative

take, or be liable for failing to take, any proceedings

against

shall

should be

have

bound

for

any

a Co-Representative

such breach or allegedbreach. 20.

INDEMNITY

20.1

Indemnity and insurance for Representatives Any

ANDINSURANCE

Representative,

officer or employee

or any

member

costs

met

out of the

in defending

any

civil or criminal

proceedings

of his or her actions in relation to the Rūnanga

or any member

of the Ngati

Group

may

against

any

liability which

issued because Awa

Group,

indemnified

where those

officer or employee

and

of the Rūnanga

or have

their insurance

incurs

or she

proceedings

of the Ngāti Awa Rūnanga

Assets

do not arise out of any failure by the Representative

he or she was

acting

in good

believed to be in the best interests of the Rūnanga

faith

a manner

or any member

that he

or she

of the Ngati Awa

Group

with the object of fulfilling the Rūnanga Purposes.

20.2

Indemnity and insurance costs to be just and equitable All

indemnities

Representatives

and

insurance

costs

in their discretion

may

only

think just

and

market rates for such costs in organisations

provided

the

extent

having

regard

nature, asset

base

and risk

equitable

of a similar

that

the

prevailing profile

to the Rūnanga or relevant member of the Ngati Awa Group. 20.3

Indemnity and insurance re specific trusts If

any

assets

are

held

the

Rūnanga

Representative, officer or employee of the Rūnanga in relation to that separate

any

separate

specific

trust,

then

any

may in respect of proceedings brought

specific trust only be indemnified or

met out of those assets.

TRONA CHARTER Va: 29 November 2025

have their

insurance costs

20.4

Record of decisions All decisions made

under this clause to give or approve indemnities or meet or approve

insurance costs shall be recorded in the minutes of the meeting at

which

was

insurance

made

together with the reasons

why,

such

indemnities

such

any

decision

costs

were

thought by them to be just and equitable.

21.

NGĀTI AWA NOT TO BE BROUGHT INTO DISREPUTE

21.1

Representatives not to bring into disrepute No Representative

shall act in

a manner

which

brings

or is likely to bring the Rūnanga

any member of the Ngāti Awa Group into disrepute.

21.2

Directors not to bring into disrepute The

Rūnanga

shall

also reguire that any directors

direction of the Rūnanga

to any company

has an interest do not act in

or trustees

appointed

the

or (as applicable) any trust in which the Rūnanga

a manner which

brings or is likely to bring the Rūnanga

or any

member of the Ngāti Awa Group into disrepute.

21.3

Censure or removal of Representatives If, having followed the procedure in clause 21.4, the Rūnanga believes that a Representative has acted in a manner that brings or is likely to bring into disrepute the Rūnanga or any member of the Ngāti Awa Group, the Rūnanga may, by a resolution passed by a maiority of not less than 7596 of the other Representatives formally censure or remove from office that Representative.

21.4

Procedure where allegation made of bringing into disrepute If an allegation is made brings

to the Rūnanga

or is likely to bring

the

that a Representative

Rūnanga

or any

member

has acted in

of the

Ngati

a manner which

Awa

Group

into

disrepute, the Rūnanga must implement the following procedure: (a)

A written

notice

of the

allegation

shall

served

by the

Rūnanga

the

to the allegation and

the

Representative and the Hapū which elected that Representative. (b)

The

Representative

shall have

30 days to respond

response shall be in writing and delivered to the Rūnanga. (c)

The Relevant Hapū

may also respond in

writing

to the Rūnanga

within

that

may

exercise the rights

of censure

the

responses

received

from

Representative and/or the Hapū and wishes

to consider

exercising the rights

30-day period. (d)

If no response is received, the

Rūnanga

or removal in clause 21.3. (e)

If the

Rūnanga

of censure

not

or removal

satisfied

in clause

resolve the matter with the alternative dispute

resolution

with

the

21.3, it must first take reasonable steps to

Representative procedure

concerned

acceptable

Representative concerned (both acting reasonably).

TRONA CHARTER V8: 29 November 2025

by mediation

to the Rūnanga

or other and

the

(f)

If the mediation

or alternative dispute resolution

the

matter

concerned

within

satisfaction

days

the

Rūnanga

of the notice

Representative, the Rūnanga

procedure and

has the

of the allegation

not resolved Representative

being

given

may exercise the rights

of censure

in accordance

clause shall,

to the

or removal

in clause 27.3. 21.5

Censure or removal to be notified The censure

or removal

with reasons,

be immediately

concerned.

of a Representative notified

The censure or removal

with this

in writing to the Hapū

together

that elected the Representative

shall also be reported to the Members

of Ngāti Awa

the next Annual General Meeting of the Rūnanga following such censure or removal. 21.6

Effect ofRemoval A Representative office

removed

from

Representative

office in accordance

forthwith

and

shall

with

clause

21.3 shall cease

entitled

not

to hold

re-elected

Representative for a period of not less than 3 years following his or her removal. 21.7

Replacement of Removed Representative The

removal

of a Representative

in accordance

with clause 21.3 shall give rise to a casual

vacancy which shall be filled in accordance with rule 4.7 of the Second Schedule. 22.

GIFTS OR DONATIONS

22.1

Runanga may accept specific trusts Notwithstanding

any

other

otherwise

with

any

deal

provision

property

upon

this

Charter,

trust for the

specific purpose whether or not that specific

purpose

the

Rūnanga

purposes comes

of the

within

Such a trust may include

any trust for the benefit of the Members

them.

by the Rūnanga

Any property held

may

accept,

hold

Rūnanga

or for any

Rūnanga

Purposes.

of Ngati Awa

or any of

the

pursuant to this clause shall

dealt

with in

accordance with the terms of the trust and shall not constitute part of the Rūnanga Assets.

22.2

Specific trusts to be separate If the Rūnanga

accepts

a trust for any specific purpose

as outlined

in clause

22.1 above

must keep the property subiect to such trust and any income

derived from

the Rūnanga Assets and administer that property and

as a separate specific trust

income

it separate from in

terms of the trust under which it wasaccepted. 22.3

Use of specific trust assets The

Rūnanga

shall not use the assets

deficit, loss, damage

of any

separate

specific trust to

make

good

or breach of trust relating to any other assets that the Rūnanga

any may

hold, and the Rūnanga shall also not use the Rūnanga Assets to make good any deficit, loss, damage or breach of trust relating to any specific trust.

22.4

Expenses of specific trust Each

separate

proportion

specific

(determined

trust shall by the

bear

its own

Rūnanga)

of the

administration administration

Rūnanga.

TRONA CHARTER V8: 29 November 2025

expenses expenses

plus

applicable

fair to the

23.

RECEIPTS FOR PAYMENTS

23.1

The receipt of the Rūnanga signed by any person or persons authorised to give receipts on behalf of the Rūnanga, shall be a complete discharge from the Rūnanga for that payment.

24.

AMENDMENTSTOCHARTER

24.1

Special Resolution reguired Subiect to clause 24.2 all amendments to the Charter shall only be made with the approval of a Special Resolution passed in accordance with the Fourth Schedule.

24.2

Limitations on Amendment No amendment

24.3

shall be made to the Charter which:

(a)

is inconsistent with the Act.

(b)

changes the Rūnanga

(c)

changes this clause 24.2.

(d)

changes the restrictions in clause 2.4(a), 16, 17 or 18.

(e)

changes clause 25; or

(f)

changes the reguirement for a Special Resolution (as defined from time to time) in

Purposes.

clause 24.1.

Requirements to alter Hapū list Where

a proposed

amendment

to the Charter will have the effect of either

Hapū to the list of Hapū set out in the Fifth Schedule no special

general

meeting

may

be called

deleting

in accordance

with

adding

a Hapū from the

a new

that list, then

reguirements

the

Fourth Schedule until the following additional reguirements have been met:

(a)

The

proposed

Member

amendment

of Ngāti

Awa

add

to the

delete

the

Hapū

has

Rūnanga

which

has

sought

been

submitted

the

advice

of Te

Kahui

of Te

Kāhui

Kaumātua.

(b)

Kāhui

resolved

Kaumātua

have

endorse

the

addition

a duly or

convened deletion

meeting of the

Hapū

and

have

Kaumatua advised

the

Rūnanga; accordingly, and

(c)

Following

the

receipt of the

above,

the

Rūnanga

submit

to a special

has

general

advice

of Te

a Special meeting

Kāhui

Kaumātua

Resolution

a proposal

under

clause

of Representatives

to amend

the

Fifth

24.3(b)

agreed

Schedule

forward

for

adding or (as applicable) deleting the relevant Hapū. 24.4

Consideration ofproposals Every

Member

Ngati

Awa

who

TRONA

CHARTER

over

the

age

Va: 29 November 2025

years

may

put

consideration

proposal

forward

put

Chairperson

the

at the

Representatives under

this

registered

proposals

clause

24.4

office of the

for must

Rūnanga.

amendments

writing

and

proposal

put forward

Any

the

Charter.

Any

addressed

the

under

this

Ngāti

clause 24.4 must be considered by the Representatives. 25.

WINDING UP

25.1

Subject to clause 24.2: (a)

The Rūnanga

shall only be wound

Awa

have,

Special

up or dissolved

Resolution,

resolved

the Adult

Members

become

impossible,

the Representatives

must give or

that

has

impracticable or inexpedient to carry out the Rūnanga Purposes. (b)

the winding

up or dissolution

transfer all of the Rūnanga

of the Rūnanga,

Assets

after the payment

of costs, debts

one or more organisations or bodies within New Zealand Rūnanga

and liabilities to

having similar objects to the

(being objects beneficial to the Ngati Awa community) as the Adult Members

of Ngāti Awa by Special Resolution, shall decide.

26. 26.1

ARCHIVING OF RECORDS Records to be held for seven years All minutes other

and

other records of any

entities in the Ngāti Awa

proceedings

Group

of the Rūnanga

and

shall be held by the Rūnanga

any companies and

and

those companies

and other entities for a period of sevenyears.

26.2

Records to be archived with Archives Trust At the expiry of seven years records in the

Ngāti

Awa

Group

shall

of the Rūnanga

be forwarded

to the

and the companies

and

other

entities

Ngāti

Awa

Archives

Trust for archiving

and

any

of the companies

purposes. 26.3

Records may be retained forlonger Notwithstanding

clauses

26.1

entities within the Ngāti Awa seven

years

and

26.2 the Rūnanga

to any

records

for

if in their discretion they consider that such

Group

may

hold on

records

contain

commercially or otherwise sensitive or is still required by the Rūnanga

a period

and

other

exceeding

information

that is

or entity to which

the

information relates. 27.

CLASSIFICATION OF LANDS HELD BY RUNANGA

27.1

Awanuiarangi The Rūnanga

Il Land may from time to time by resolution

any land the fee simple estate of which

the

Representatives

is registrable or registered

determine

that

under the Land Transfer

Act 1952 in the name of theRūnanga: (a)

registered

in the

name

of Awanuiārangi

II, rather

than

in the

II and

instead

name

the

Rūnanga; or (b)

be no longer registered in the name

of Awanuiārangi

the name of the Rūnanga. TRONA CHARTER Va: 29 November 2025

be registered

27.2

Rūnanga to Give Direction (Awanuiārangi II Land) On the passing of any resolution of the Representatives Rūnanga

shall give a direction

in writing to the

in accordance with clause 27.7, the

Registrar-General

of Land

pursuant

to the

relevant provision of the Settlement Act to register the land in the name of: (a)

Awanuiārangi II; or

(b)

the Rūnanga

as the case may be.

27.3

Protected Land The

Rūnanga

may from time to time by Special

any

is a Settlement

Resolution

Representatives

determine

that: (a)

land which

other land to which

Section

Property

(or

9 of the Deed

part of a Settlement of Settlement

applies

Property)

or any

become

Protected

clause 27.3(a), the Rūnanga

shall give

Land; or (b)

27.4

any Protected Land no longer be Protected Land.

Rūnangato

Give Direction (Protected Land)

Where a Special Resolution of Representatives is (a)

that any

land become

a direction Special

in writing

Resolution

Protected Land to the

passed:

under

Registrar-General

of Representatives

relates

of Land

that the

is to

Protected

clause

27.3(b)

land

to which

Land

the

under

the

the Rūnanga

shall

relevant provision of the Settlement Act; or (b)

that any

land no longer be Protected

Land

under

give a direction in writing to the Registrar-General

of Land that the land to which

the

Special Resolution of Representatives relates is no longer to be Protected Land.

27.5

Form of Directions to Registrar-General (a)

Any

direction

clause

required

27 must

signed

given

by three

the

Registrar-General

Representatives

who

were

pursuant

this

present

the

meeting at which the resolution to which the direction relates was passed. (b)

Any

direction

accompanied given

pursuant

given

the

by or include to clause

Registrar-General a direction

27.2(b)

may

pursuant

pursuant to clause be accompanied

clause

27.2(a)

may

27.4(a)

and

any

direction

include

direction

from

time

by or

given pursuant to clause 27.4(b).

27.6

Classification of Inalienable Land The

Rūnanga

may by Special

Resolution of the

time

that

land

any

held

behalf

Representatives

of the

Rūnanga

determine

(including,

without

Awanuiārangi II Land and Protected Land) is to be classified as Inalienable Land.

TRONA CHARTER V8: 29 November 2025

limitation,

27.7

Removal of Classification of Inalienable Land Where until

any land has been a Special Resolution

classified as Inalienable

Land

with the Fourth Schedule

passed

in accordance

(or part of it) no longer be Inalienable Land the land to which the Special

Resolution

it shall remain

and upon the passing

Inalienable

Land

that the land

of that Special

Resolution

applies shall no longer be classified as Inalienable

Land. 27.8

Prohibition on Dealings with Inalienable Land While any land is classified as Inalienable Land the Rūnanga must not: (a)

sell, transfer or otherwise permanently dispose of the land or any part of it; or

(b)

grant any

mortgage,

charge

or other encumbrance

over the land

or any

part of

details

with regard

which confers a power ofsale.

27.9

shall maintain a Register of Lands setting out the following

to all land held by or on behalf of the Rūnanga: (a)

address (if applicable).

(b)

legal description.

(c)

whether

the

land

is held

and

registered

in the

name

of Awanuiārangi

Il or

the

Rūnanga or someother entity on behalf of the Rūnanga. (d)

any classification

of the land

as Protected

Land

in accordance with the procedure

set out in this clause 27. (e)

any classification of the land as Inalienable Land in

accordance

with the

procedure

set out in this clause 27. Where

any change of registered holder of any land or change of classification of any land is

affected in accordance with this

clause

27, those

details

shall be entered into the Register

of Lands. 27.10

Winding

Up orDissolution

Nothing

this

clause

Inalienable

Land

or Protected

shall

prevent

Land

the

Rūnanga

from

gifting

transferring

any

in accordance with clause 25.1(b), on the winding up or

dissolution of the Rūnanga. 28.

DISPUTE RESOLUTION

28.1

Disputes In the event that a dispute arises regarding tikanga, reo, kawa, whakapapa

membership

or otherwise in connection

and korero of Ngāti Awa then

with the

that dispute shall

be referred

with clause 28.1 shall be

submitted to

in first instance to theRūnanga. 28.2

Notice ofDispute All disputes referred to the Rūnanga TRONA

in accordance

CHARTER

V8: 29 November 2025

the Rūnanga

by notice in writing and

the Rūnanga

shall

acknowledge

receipt

writing

within 10 working days of the date of receipt of the notice.

28.3

Reference to Te Kāhui Kaumātua If a dispute is not settled the

dispute

within 30 days of

in accordance

with

clause

the receipt by the Rūnanga

28.2

then

that shall

of written notice of

referred

mvkāhui

Kaumātua. 28.4

Te Kāhui Kaumātua to appoint Te Roopū Rongomau On having

dispute referred to it, and consistent

of Ngāti Awa, three

Ngāti

Te Kāhui

Kaumātua and

with its responsibility to protect the mauri

shall appoint Te Roopū

kuia

in the

view

relevant

Awa

koroua and

Rongomau

in dealing with the dispute shall be to facilitate and make findings

the

of Te

Kāhui

shall consist of

skills

to deal

with

which

necessary

expertise

who,

Rongomau

Kaumātua,

dispute.

The

role

have of Te

the Roopū

and decisions

on the disputes referred toit. 28.5

Deliberations of Te Roopū Rongomau In dealing with any dispute

Te Roopū

Rongomau

shall, subiect to meeting the reguirements

of natural iustice, have the sole discretion to call for evidence

and determine the manner

which

and

a dispute

before

it should

dealt

with.

The

findings

decisions

of Te

Roopū

Rongomau shall be final and binding on the parties. 28.6

Te Roopū Rongomau to convene hui In facilitating meeting

the

of the

resolution koroua

and

of any kuia

dispute

of Ngāti

Roopū

Rongomau

may

convene

a general

Awa

in order

to discuss

the

matters

that are

Rongomau

in order

to resolve

dispute. 28.7

Hui to meet notice reguirements Any general meeting of koroua and kuia called by Te Roopū any

disputes

shall be called

in accordance

with the reguirements

as to notice and

meeting

procedure that apply in respect of general meetings of Ngāti Awa as set out in this Charter. 28.8

Notification ofOutcome Te

Roopū

Rongomau

shall

give

its findings

and

decision,

together

with

the

reasons

rule

therefore, in writing to both parties. 28.9

Disputes as to interpretation of Charter In the event that a dispute arises as to the interpretation Charter,

not being a dispute to which

clause 28.1

of any

applies, that

clause

dispute shall be referred

this in

the first instance to the Rūnanga.

28.10

Notice ofDispute All disputes referred to the Rūnanga

in accordance

with clause 28.9 shall be

the Rūnanga

shall

by notice in writing and

acknowledge

receipt

submitted to in

writing

within 10 working days of the date of receipt of the notice.

28.11

Reference to experts for determination If the dispute is not settled within 30 days of receipt by the Rūnanga dispute

in accordance

with

clause

28.10,

then the

of written notice of the

dispute shall be referred to a panel

TRONA CHARTER V8: 29 November 2025

three experts, one to be appointed

by each party to the dispute and one to be appointed

the

is a party to the

Rūnanga

(or,

if the

Rūnanga

appointed, at the request of either party, by the he or she for any reason

declines to make

dispute

itself, the third

Chief Judge of the

expert

shall

Maori Land Court

the appointment then

by the

and if

President for

the

time being of the New Zealand Law Society). 28.12

Role ofexperts The role of the experts

appointed under rule 28.11

shall be to make findings

and decisions

in relation to the dispute as notified to the Rūnanga

pursuant to clause 28.10.

In appointing

the experts

each

party must attempt to appoint

a person

who,

in the

view of

that

(acting reasonably), has the necessary skills and expertise to deal with the relevant

28.13

party

dispute.

Procedure of experts In dealing with any dispute the experts appointed the

requirements

of natural

determine the manner

justice,

in which

have

the

under rule 28.11

sole

discretion

dispute before them

shall, subject to meeting

to call

should

for

evidence

dealt with.

and

The findings

and decisions of the experts shall be final and binding on the parties.

28.14

Notification of outcome The

experts

shall

give their findings

and

decision,

together with

the reasons

therefor,

writing to both parties. 29.

29.1

REVIEW OF CHARTER Every 5 years the Rūnanga

shall undertake a review of this Charter and its operation with a

view to reporting to the next annual general

meeting

the review on the effectiveness of the arrangements shall

include

recommendations

to the

of the Rūnanga set

out

alterations

(if any)

of Income

after the completion

this Charter.

Such

report

made

to this

of the

Māori

under sections

159,

that should

Charter.

30.

MĀORI FISHERIES ACT 2004

30.1

Any

proposal

in relation

to the

disposal

Fisheries Act 2004 or in relation to the 162

or 172 of the Māori

under

disposal of Settlement

Fisheries Act 2004

may

section

Quota

only proceed

if a Special

Resolution

has

been passed in accordance with the Fourth Schedule.

30.2

In this clause

30, the terms

“Income

Shares"

and

“Settlement

Quota”

have

the

meaning

given to them by the Māori Fisheries Act2004.

30.3

This

clause

provided

does

that those

not

apply

to transfers

entities comply

between

with the relevant

entities

within

provisions

2004.

TRONA CHARTER V8: 29 November 2025

the

of the

Ngāti Māori

Awa

Group

Fisheries

Act

FIRST SCHEDULE MEMBERSHIP

OF NGATI AWA

AND

NGATI AWA

RUNANGA TO KEEP REGISTER 1.1

Rūnanga to maintain Register The

Rūnanga

shall continue

and

maintain,

or cause

to be continued

and

maintained,

the

accordance with the

rules

Ngāti Awa Register which is a register of the Members of Ngati Awa. 1.2

Ngāti Awa

and

maintained

and procedures set out in this Schedule.

CONTENTS OF REGISTER 2.1

Registerto contain Members' details The Ngāti Awa of the

Members

of Ngāti

Awa.

It shall

also

record

dates

the name

of birth and postal addresses of the Hapū

to which

each

Member of Ngāti Awa has registered for the purposes of Representative elections. 2.2

Registration limited to one Hapū Although

a Member

of Ngāti Awa

Member

of Ngāti

must

Awa

may

nominate

purposes of Representative elections, each

Member

of Ngāti Awa

belong

by whakapapa

one

to which

Hapū

to more they

than one Hapū,

choose

and this shall be the only Hapū

on the Register.

No Member

each

to register for the

registration shown

of Ngāti Awa

for

shall be shown

Adult

Member

allocation,

notify

the

the Register as registering with more than one Hapū. 2.3

Beneficiary

Registration Number

The

Rūnanga

will allocate a beneficiary identification

Ngāti

Awa

the

The

Rūnanga

will

number

immediately

each

after

relevant Adult Member of Ngāti Awa of his or her beneficiary identification number.

APPLICATIONSFORREGISTRATION 3.1

Form of applications All applications for registration

a Member

of Ngāti Awa

must

be made

in writing to the

Rūnanga. The application must contain: (a)

the full name, date of birth and postal address of the applicant.

(b)

the name of the Hapū to which the applicant claims affiliation for the purposes of Representative elections.

(c)

such evidence as the Rūnanga may from time to time require as to that applicant’s status as

a Member of Ngāti Awa

claims

affilate

terms

and

a member of the Hapū to which the applicant

paragraph

(b)

of this

TRONA CHARTER V8: 29 November 2025

rule,

including

details

the

( (genealogical)

whakapapa relevant

connection

of the

applicant

Ngati

Awa

and

the

all

Hapū.

DECISIONS AS TO MEMBERSHIP 4.1

Whakapapa Committee to be established The

Rūnanga

shall

applications made

establish

Whakapapa

Committee

pursuant to rule 3.1 of this Schedule

make

decisions

by any person for

the recording

the Ngāti Awa Register of that person's membership of Ngati Awa or any of the Hapū. 4.2

Composition The

ofWhakapapa Committee

Whakapapa

Committee

Rūnanga

from

time

necessary

to make

to time,

shall

comprise

with

the

determinations

5 members

expertise

and

regarding

with the required expertise and knowledge

Ngāti

knowledge

membership

Awa,

appointed

of Ngāti

Awa

applications.

of Ngati

Awa whakapapa

to rule

3.1

the

whakapapa

Representatives

may

be appointed

the WhakapapaCommittee. 4.3

Consideration ofapplications AIl

applications

for membership

pursuant

of this

Schedule

together

with

any

supporting evidence shall be forwarded by the Rūnanga to the Whakapapa Committee.

4.4

Decisions to be made on applications Upon

receipt of an application for membership

the Whakapapa

Committee

in accordance with rule 3.1

shall consider the application

whether the application should be accepted

both as

and

shall

a decision

to the applicant's status

of Ngāti Awa and a member of the Hapū to which the applicant claims to 4.5

of this Schedule

make

as to

a Member

affiliate.

Successful applications to be notified and registered In the

event

accepted notify

the

that the

Whakapapa

then such

decision

applicant

and

Committee

shall be notified

enter

the

decides

that

the

application

in writing to the Rūnanga,

applicant's

name

and

other

should

which

relevant

shall in turn

details

the

to decline the application (whether

appropriate part of the Ngāti Awa Register.

4.6

Notification ofunsuccessfulapplicants In the event that the Whakapapa

Committee decides

to the status of the applicant as

a Member

such decision shall be conveyed

in writing to the Rūnanga

decision. The Rūnanga

of Ngāti Awa

shall then notify the applicant

or as

a member

of any Hapū) then

together with the reasons for the

writing

the

decision

together

with the reasons for thedecision. 4.7

Unsuccessful applicant may reapply Any applicant whose application application

reconsidered

has been declined may

by the Whakapapa

reconsideration may only be made

Committee

on the basis of

at any time seek to have his or her provided

that such

new evidence (being

application

for

evidence that was

not submitted or considered as part of the initial or, if more than one, any previous application) as to the applicant'ss status as

a Member

of Ngāti Awa

Hapū.

TRONA CHARTER V8: 29 November 2025

member

any

CHANGES 5.1

OF HAPU

Members may change Hapū Any

Member

of Ngāti Awa

writing to the Rūnanga,

who

is registered on the Ngāti Awa

change

the hapū

that he or she

by applying in

is for the time being

recorded

manner

registered with. 5.2

Process to change Hapū All applications to change

Hapū

shall be dealt with by the Rūnanga

in the same

applications for membership as set out in rule 4 of this Schedule. MAINTENANCEOFREGISTER

6.1

Rūnanga to establish policies The

Rūnanga

shall take such

that the Ngāti Awa complete ensure

upon

institute such

as possible that,

steps and

in recording

the

receipt

policies as

are necessary to ensure

in a condition that is as up to date, accurate and

the Members

of appropriate

of Ngāti Awa,

evidence,

the

including names

taking of

steps

any

deceased

Members of Ngāti Awa aretransferred to Part C of the Ngāti Awa Register.

6.2

Assistance in identifying membership In

maintaining

develops Ngāti

the

Ngāti

Awa

the

Rūnanga

shall

policies for assisting in the identification and

Awa

that are

not for the time

as to the

nature

being

include

policies

persons

that believe that they are Members

the

registration

Ngāti

of the assistance

include

Awa

that the

of Ngāti Awa

in the

policies

that

those

Members

Such

policies

Rūnanga

will provide

but for

whatever

be the

responsibility

it of

shall

to those

reason

are not

able to establish such membership. 6.3

Responsibility

of Members of Ngāti Awa

Notwithstanding

rules 6.1

and

person who

a Member

of Ngāti Awa (or in the case of those persons

6.2 of this Schedule

parent or guardian

of that person) to ensure that his

Awa

that

and

his or her full postal

it shall

or her name

each

under

18 years, the

included

in the Ngāti

address

for the time

being

is provided

of Ngati

and

updated.

6.4

Consequences of registration Registration

of any

person

in the Ngati Awa

conclusive evidence of that person's status as the Hapū under whose name he

a Member

Member

of Ngati Awa

and

shall

a member

Awa

or she isrecorded.

NGĀTI AWAREGISTER 7.1

to any

protection

policies

of private

that

may

information,

available to be inspected

during

adopted

from

the

Rūnanga

shall ensure

business

hours

time

to time

the

Rūnanga

that the

Ngāti

Awa

by all Adult Members

names appear on theRegister.

TRONA CHARTER V8: 29 November 2025

for the

of Ngāti Awa

whose

SECOND SCHEDULE ELECTIONS OF REPRESENTATIVES

PROCEDURE 1.1

This Schedule to apply The

Representatives

shall be elected to office in accordance with the rules

and procedures

set out in this Schedule.

1.2

Election to be by Hapa Each

Hapū,

acting through

the Adult

Members

of Ngāti

Awa

listed

the

Ngati

Awa

ELIGIBILITYFOR 2.1

APPOINTMENT

Representative to be registered with Hapū To be elected by a Hapū, a Representative must: (a)

as at the closing date for nominations in the relevant election, be recorded in the Ngāti Awa Register as registered with the Hapū for which the election is being held;

(b)

fulfil the eligibility reguirements for (i)

being a trustee of a Māori Trust Board under the Māori Trust Boards

Act

1955; and its amendments (ii)

standing for election as a candidate in a general election in accordance with the Electoral Act 1993; and its amendments

(iii)

(c)

being an officer of a charitable entity under the Charities Act 2005; and its amendments

not have been removed from the office of Representative in accordance with clause 21.3 within the last 3 years.

2:2

Representatives not to be Rūnanga employees A

Representative

shall

not

Representative be employed the Rūnanga

hold

the

position

as an employee

Chief

Executive

of the Rūnanga

other than in respect of short-term

Officer,

or engaged

contracts for a duration

months within any financial year for the performance

nor

shall

as a contractor to of no more than

of specific services in accordance

with

clause 18.1(c) of the Charter.

2.3

Representatives may be Directors (but not of The Company) Nothing

in this

Charter,

including

without

limitation

rule

2.2

of this

Schedule,

prevents

Representative from holding office as a director or trustee of any other member

of the Ngāti

Awa

not

Group

except

that,

in accordance

with

clause

7.2,

a Representative

TRONA

V8: 29 November 2025

director of The Company.

CHARTER

may

REPRESENTATIVE ELECTIONS EVERY 3 YEARS 3.1

Elections

of the

including

the

concluded,

Representatives

Income

Year

as reguired

each

commencing

Hapū

must

1 duly

2010

and

by rule 5, in time for the

held

every

(subject

Representatives

Year to take office immediately following the annual

3 years to

rule

elected

from 4.3)

and

must

in each

Election

general meeting of the Rūnanga

held in

that year.

TERM OF OFFICE 4.1

Term of office Subject to rules 4.3, 4.4 and shall

hold

Election

office from Year

15 of this Schedule,

the conclusion

the

of the annual

in which they are elected unti the

Representatives

general

meeting

conclusion

from

of the

time to time

Rūnanga

in the

of the annual general meeting

of the Rūnanga in the following Election Year. 4.2

Representatives to face re-election every three years No Representative shall hold office for longer than 3 years without facing re-election.

4.3

Continuation of Representative where no replacementelected Subject to rule 15 of this Schedule, if the election of a Representative is not completed within the timeframe prescribed for such election (including because of a review of the election of a Representative under rule 13 of this Schedule) then the sitting Representative shall continue to hold office until the election is completed and he or she has either been reelected or a replacement Representative has been elected. This rule shall not affect the term of the Representative that is eventually elected, which term shall expire at the conclusion of the annual general meeting of the Rūnanga in the Election Year following his or her election.

4.4

Eligibility of sitting Representatives Sitting Representatives shall be eligible for re-election.

4.5

Casual vacancies Should any casual vacancy arise as a result of

a Representative

to the expiry of his or her any Representative's term filed by the holding of a further election Rūnanga

office

ceasing

to hold

then that

vacancy shall

in accordance with this Schedule

office prior be

provided that the

shall have the discretion not to hold such an election if the casual vacancy

occurs

less than 6 months before the original Representative's term was due to expire. 4.6

Term of casual appointments In

the

case

Representative

elected

pursuant

Representative thereby appointed shall hold office

rule

4.5

for the balance

this

Schedule

of the term

the

office of

the Representative that he or she has replaced.

4.7

Temporary Representative If the

Rūnanga

vacancy,

decides

the Rūnanga

notice has been

in accordance may

consult with the relevant

given in accordance

appoint a temporary

with rule 4.5 not to hold

Representative TRONA

Hapū

an election a meeting

to fill a casual which

with rule 4.8. After that consultation the Rūnanga to hold office. For the avoidance

CHARTER

Va: 29 November 2025

public may

of doubt, a temporary

Representative

may

not be appointed

if the vacancy to be filled occurs

before the original Representative’s term was due to expire in the vacancy appointed

must

held

in accordance

with

this

more than 6 months

which case an

election to fill

A temporary

Representative

Schedule.

under this rule 4.7 shall hold office for the balance of the term of the office of the

Representative that he or she has

replaced

and

during that time shall have all the powers,

duties and responsibilities of an elected Representative.

4.8

Notice of Consultation Hui Notice of a meeting

called to consult with the relevant Hapū

pursuant to rule

4.7 must

circulating

given not less than 7 days before themeeting and shall be: (a)

advertised regions

prominently

where

any

the Rūnanga

metropolitan

considers

provincial

newspaper

that a significant number

of members

of the

relevant Hapū reside; and (b)

advertised where

on a radio station or radio stations broadcasting

the Rūnanga

considers

that a significant number

in the district or districts

of members

of the relevant

Hapū reside. 4.9

Alternate Representatives Each Representative will have the authority from time to time to appoint and remove by notice in writing to the Rūnanga an alternate Representative that is endorsed by the relevant Hapū in accordance with the following provisions of this Rule: (a)

the appointment may only be made. (i)

where the Representative will be unable to attend meetings and perform his or her role as

a Representative through absence, iniury or illness; and

(ii) for a specified period of no more than six months. (b)

the alternate Representative must meet all of the reguirements of Rules 2.1 and 2.2 of this Schedule as at the date of, and for the duration of, his or her appointment.

(c)

the alternate

Representative,

responsibilities

while in office, shall have all of the powers,

of the Representative

who

has

appointed

him

duties and

or her except that the

alternate shall not have the power to appoint an alternate. (d)

the

(e)

the

alternate

Representative

wil

not

remunerated

otherwise

than

out

the

and

when

the

remuneration of the Representative in whose place he or she acts. alternate

Representative

will

automatically

vacate

office

Representative in whose place he or she acts vacates office; and (f)

any notice appointing or removing an alternate Representative must be signed by the Representative and may be given by delivering the notice or by sending it through the post or by email to the Rūnanga at the office of the Rūnanga. A notice of appointment must state the period for which the appointment applies.

TIMING OF ELECTIONS

5.1

The

elections

elections review

for Representatives

to fill casual under

rule

vacancies of this

in any under

Schedule

given

Election

Year

must,

rule 4.5 of this Schedule has

been

sought

except

in the case

respect

of an

election,

concluded by the time of the annual general meeting of the RGnanga in that Election TRONA

CHARTER

V8: 29 November 2025

or to the extent that any Year.

MAKING OF NOMINATIONS

6.1

Calling fornominations In

each

Election

Representative

Year

the

nominations

for

before

the

general

to be held in that Election Year, and in any

event

positions

Rūnanga

for each

meeting of the Rūnanga

for the election to be concluded shall specify the method

shall

Hapū

give

notice

at least

in accordance with rule

of making

nominations,

calling

months

and

5 of

for

this

annual

the

in sufficient time

Schedule.

the latest date by which

Such

notice

nominations

must be made and lodged with the Rūnanga or such other person as the notice directs.

6.2

Timing fornominations All nominations

must be lodged with the Rūnanga

no later than

days following the date

upon whichthe notice calling for nominations is first given.

6.3

Form ofnotice All notices given under this rule shall be given in the following manner: (a)

By post to each Member of Ngāti

Awa shown

on the Ngāti Awa

to vote at the election of Representatives (being an Adult

entitled

Member of Ngāti Awa who

is recorded on the Ngāti Awa Register). (b)

newspaper

prominently circulating

in any in

major

regions

published

metropolitan

where

the

at least

newspapers

Rūnanga

2 separate and/or any

considers

that

days

and

inserted

provincial

newspaper

significant

number

Members of Ngati Awa reside; and (c) 6.4

by such other means as the Rūnanga may determine.

Inclusion of invitation to register Any

such

notice

shall

also

invite

applications

from

qualified

persons

for inclusion

names in the Ngati Awa Register and shall set out the date upon which the registrations being the same date as that fixed as the latest date for making and lodging 6.5

of their close,

nominations.

Nomination to be in writing The nomination

of a candidate for election as a Representative shall be in writing signed by

not less than five (5) Adult Members of Ngati Awa shown on the Ngati Awa

entitled to vote in respect of the election of that candidate.

6.6

Consent of nominee The

consent

of each

candidate

to his nomination

paper, provided that a candidate may at

any time,

shall be endorsed by

notice

to the

the

nomination

Rūnanga,

withdraw his

or her nomination.

6.7

Minimum

Hapū

registration period for nomination

All candidates must register their interest with their respective Hapū and present to their marae hui. All candidates

must

be registered

with their Hapū

for at least

nominations.

TRONA

CHARTER

V8: 29 November 2025

6 months

prior to the closing

HOLDING OF ELECTIONS 7.1

Mode of Voting at Elections Subject to rule 7.3 of this Schedule, Voting

forms

may

Pooti.

A Wahi

Pooti may,

with

rule

7.2

voting at all elections shall be by way

either be delivered

to the Chief

Returning

to the extent notified in any advertisement

this

Schedule,

receive

voting

forms

of secret ballot.

Officer by post or at a Wahi

issued

respect

in accordance the

election

Representatives to be appointed by more than one Hapū. From

and

including

electronically

the

by email,

Election

Year

commencing

internet voting

or such

1 duly

2010,

other means

also

be cast

as the Chief Returning

votes

may

Officer

considers appropriate to enable each eligible Adult Member of Ngāti Awa who wishes to vote to do so. 7.2

Wahi Pooti to be held Subiect to rule 7.3 of fhis Schedule,

a Wahi

Pooti shall be advertised

newspapers

circulating

where

the

must

the

area

be run at least 28 days

Wahi

Pooti

in the newspaper be

held.

prior to the date of the Wahi

Such

Pooti. The Wahi

Pooti shall be held on the closing date for the election. 7.3

No election where one nominee In

the

event

that

only

one

nomination

received

respect

Representative for any Hapū then no election shall be necessary,

of the

appointment

and the person nominated

shall be deemed to have been duly appointed.

7.4

Eligibility tovote Those eligible to vote on the election of a Representative are: (a)

Those

Adult

Schedule,

Members

with

the

of Ngāti Awa

Hapū

registered,

in respect

of which

in accordance the

relevant

with rule

7.5 of this

Representative

is to be

appointed; and (b)

Subiect to rule 10.4(b) of this Schedule any other Member of Ngāti Awa who

over

the age of 18 and has, on or before the closing date for that election, provided to the Chief Returning which

Officer an

application

for registration

complies with rule 3.1 of the First Schedule

Member's

eligibility to be registered

with the Hapū

a member

accompanied

Ngāti

Awa

by evidence

of that

in respect of which

the relevant

Representative is to beappointed. Each eligible Member of Ngāti Awa may only cast one vote in an election. 7.5

Date by which Members to be registered The

date

by which

Adult

Member

of Ngāti

Awa

must

recorded

the

Ngāti

Awa

so as to be eligible to vote in the election of a

Representative

which

shall

the

date

upon

nominations

Representative by that Hapū close.

TRONA CHARTER V8: 29 November 2025

for

appointment

40 7.6

Voting after change in Hapū affiliation Notwithstanding

rule

7.5, no Member

of Ngati Awa

may vote in any election

where he or

where that Hapū has

within the last

she was previously registered with a different Hapū and 3 years held a Representative election.

NOTICE OF ELECTIONS 8.1

Notice to be given Immediately after the closing date for nominations,

the Rūnanga

shall, where

an election is

required: (a)

fix a closing date for the election

(being the last

day

upon

which

vote may

date

and venue

validly cast in the election); and (b)

subject to rules 7.2 and

8.2 of this Schedule,

set

for the Wahi

Pooti. 8.2

Period of Notice The Rūnanga shall give not less than 28

days’ notice of the closing

date for the elections and

the method by which votes may be cast as set out in rule 7.1 of this Schedule. 8.3

Method of Giving Notice Notice under rule 8.2 of this Schedule shall be given by: (a)

posting

notice to each

of Ngati Awa

shown

on the Ngati Awa

entitled to vote at the election (being an Adult

Member

of Ngati Awa who is recorded

in the

the

Ngāti

Awa

Member

registered

Member of Ngāti Awa over the age

with

relevant

Hapū)

has

made a

18 years who

and

other

written reguest for

a notice. (b)

inserting major

a prominent

metropolitan

regions where

advertisement newspapers

the Rūnanga

and

at least in

separate

days

appropriate

any

provincial

newspapers

circulating

considers that a

significant

number

Members

Ngāti Awa reside; and (c)

advertising on a radio station or radio stations broadcasting where

the

Rūnanga

reside,

Ngāti

Awa

considers Facebook

that a significant page,

Rūnanga

number

website,

in the district or districts

of Members

intranet

and

of Ngāti Awa

other mandated

social media platforms.

8.4

General Content of Notices Every notice given in accordance with rule 8.3(a) and (b) of this Schedule shall contain: (a)

a list of fhe candidates for election as Representatives.

(b)

the date, time and place of the WahiPooti; and

(c)

the method by which votes may be

cast as set out in rule 7.1 of this Schedule.

TRONA CHARTER V8: 29 November 2025

8.5

Additional Content of Postal Notice Each notice given in accordance with rule 8.3(a) of this Schedule shall also contain: (a)

a voting form that complies with rule 9.1 of this Schedule.

(b)

details of the procedure to be followed in making a vote

by post,

including

the date

by which the voting form must be received by the Chief Returning Officer; and (c)

a statement that voting forms may either be posted or delivered to the

Chief

Returning Officer at a WahiPooti. 8.6

Additional Information in Other Notices Each notice given in accordance with rule 8.3(b) and (c) of this Schedule shall also give details about how voting forms may be obtained.

POSTALVOTING 9.1

Other details to accompany vote Each voting form must contain information that is sufficient to identify the elector, and the voting documents issued to that elector.

9.2

Timing of Postal Votes Votes must be made

no later than the closing date for the election of the Representatives to

which the postal vote

relates. Votes

otherwise

validly cast are valid and

able to be counted

if they are received by the Chief Returning Officer no later than 3 days after the closing

date

for the election,

on or

but only

if the envelope

containing

the voting form

is date

stamped

before the closing date for the election. 10.

APPOINTMENT OF CHIEF RETURNING OFFICER

10.1

Appointment of Chief Returning Officer For the purposes Officer who the Hapū the

shall not

be a

the Rūnanga

Representative

The

Chief

elections

necessary

Representatives,

and

may

an employee

Chief

of the RGnanga,

Returning

or a member

held, and who

shall be a person

of standing within

Officer

shall

for

such

other

persons

(“nominee”)

provided

that such

persons

Returning

to assist with

employees

shall appoint as required

Representative,

for which the election is being

community.

considers

of elections,

appoint that task

of the Rūnanga

or members

responsible

co-ordinating as

she

shall

also

not

of the Hapū for which the election

is being held. 10.2

Chief Returning Officer to receive voting forms All voting forms must be addressed to the Chief

10.3

Returning Officer.

Chief Returning Officer to be presentat Wahi Pooti The Pooti.

Chief Returning The

completed

Chief

Officer or his or her nominee

Returning

voting forms

Officer

or his or her

a Wahi

Pooti. The

must

be present

nominee

will

Chief Returning

at all times available

CHARTER

V8: 29 November 2025

a Wahi any

Officer or his or her nominee

shall also ensure that additional voting forms are available at Wahi Pooti.

TRONA

to collect

10.4

Only one vote to be cast The Chief Returning Officer shall: (a)

Ensure that appropriate measures by each Adult Member

are in

place to ensure that

of Ngāti Awa who

only one

vote is cast

is eligible to vote and votes in the relevant

election; and (b)

Where

any

Provisional

Vote

is cast pursuant to rule 7.4(b)

counting that Provisional Vote consult with that the

person

casting

the vote

the

of this Schedule,

Whakapapa

Committee

is eligible to be registered

before

a member

ensure of

the

relevant Hapū. 10.5

Recording ofvotes A record

shall be kept by the Chief Returning

Officer of all votes received

and the Hapū

which the votes relate.

11.

COUNTING OF VOTES

11.1

All votes to be counted Upon

the expiry of the date for the receipt of postal votes, the Chief Returning

Officer shall

record and count all votes validly cast.

11.2

Certification and notifying election result Once

all votes

Returning

have

Officer,

communicate

been

the

counted

Chief

and

the result of the election

Returning

Officer

the result of the election to

advise the candidates

of the result and

the

shall

certify

Rūnanga.

the The

give notice of the same

determined result

of the

Rūnanga

by the Chief election

shall

and

thereafter

at the next annual

general

meeting of the Rūnanga in accordance with clause 14. 1(d). 11.3

Provisional Votes Where, in respect of any election, one or more Provisional Votes has been cast: (a)

If the validity or otherwise

of the

Provisional

election the Chief Returning Officer must the validity of the Provisional

Votes

may

affect the outcome

not certify the result

has been

confirmed

the

of the

election

pursuant to rule

until

10.4(b)

this Schedule and any valid Provisional Vote has been counted; or (b)

If the validity or otherwise election

the

Chief

of the

Returning

validity of the Provisional

Provisional

Officer

Votes

may

Votes

certify the

has not been

will not affect the result

confirmed

result of the

notwithstanding

pursuant to rule

that

the

10.4(b)

this Schedule and the Provisional Votes have not beencounted. 12.

RETENTION OF ELECTION RECORDS

12.1

Compiling and sealing voting records The Chief Returning Officer shall, as soon as practicable after he or she has

certified the result

of the election, place all voting forms and other voting records

packet.

Returning

Officer shall endorse

packet together with the name

upon

the sealed

into a sealed

packet a description of the

of the Hapū to which the election

TRONA CHARTER Va: 29 November 2025

The Chief

contents

of that

related and the final date for

voting in that election. The Chief Returning Officer shall then sign the endorsement and forward the sealed packet to the Rūnanga. 12.2

Retention and disposal of packets Subject

to rule

14.1(b)

of this

Schedule

the

sealed

Returning Officer shall be safely kept unopened the closing

date for making votes

packets

received

from

the

by the Rūnanga for a period of 1

in the election to which the packet relates.

Chief

year from

At the expiry

of that 1-year period the packets shall be destroyed unopened.

13.

REVIEW OF ELECTION RESULTS

13.1

Candidates may seek review Any candidate may, within 14 days

after the certification

of the election result and the giving

of notice by the Rūnanga in respect of that election, seek a review of thatelection. 13.2

Appointment of Electoral Review Officer For the purposes

of carrying

out reviews

in respect

of any

election

ensure that an Electoral Review Officer is appointed. The

Election

the person

President

nominated

to that role from time to time by the

the

Rūnanga

shall

Review Officer shall of the

New

Zealand

set

out

Law Society. 13.3

Electoral Review Officer to conduct reviews All reviews shall be carried out by the Electoral Review Officer from time to time.

13.4

Form of request for review All applications for a review shall be submitted to the Rūnanga and: (a)

shall be in writing.

(b)

shall set out the grounds

for the

review,

which

grounds

sufficient particularity to enable the Electoral Review

shall

Officer

ascertain

with

precisely

the basis upon which the review is beingsought; and (c)

shall be accompanied by any evidence that the applicant for review has to substantiate the grounds given in the application.

13.5

Service of application on other candidates The

application

for review

other candidates

and

any

accompanying

in the election to which

evidence

shall also

be served

the review relates, either at the same

upon

all

time, or as

close thereto as is possible, as the review application is lodged with the Rūnanga. 13.6

Costs Upon

making

an application for review the applicant shall also lodge with the Rūnanga

sum

of $1500

in lieu of the costs of undertaking

Rūnanga

pending

then the $1500

the outcome

the review. That sum

of the review application.

shall be refunded to the applicant, otherwise

costs of the review.

TRONA

CHARTER

V8: 29 November 2025

the

shall be held by the

application

it shall be used

successful

to off-set the

14.

CONDUCT OF REVIEW

14.1

Notification of Electoral Review Officer Upon

the receipt of an application for review the Rūnanga

shall notify the Electoral Review

Officer and provide to him or her: (a)

a copy of the application and any accompanying evidence; and

(b)

the sealed packet of voting forms and other voting documents received from the Chief Returning Officer for that election.

14.2

Electoral Review Officer to exercise wide powers Subject

to compliance

Electoral

Review

by the Electoral

Officer shall

have

relating to a review in such

manner

further evidence

as he

or reports

Review

Officer with the

power

to inquire

the

into and

as he or she thinks fit and or she

deems

rules of natural justice decide

may

necessary

upon

any

the

matter

in particular seek such

including

any

reports

evidence from the Chief Returning Officer for the relevant election.

14.3

Electoral Review Officer to be guided by substantial merits In reaching his or her conclusion on by the substantial

merits

technical

of the application

including

any

intention

being that no election

if the

Review

Electoral

any review the Electoral Review Officer shall be guided

defect

in complying

without with

regard the

reguirements

shall be declared invalid

Officer

is satisfied

that

the

to legal forms

substantially in compliance with the reguirements of this

of this

by reason

election

Charter,

the

of such technical defect

was

Charter

or technicalities,

so and

conducted

that such

defect

did

not materially affect the result of the election. 14.4

Certification of result of review At the conclusion shall

determine

of the Electoral whether

Review

the successful

Officer's consideration candidate,

any

elected, or whether the election was void and should be

conducted

certify his or her decision with reasons to the

The

Rūnanga.

of the review

other

or she

was

duly

candidate, again and

shall

forthwith

Rūnanga shall then give notice

of the result of the review and advise the candidates of the outcome.

14.5

Decision to befinal All decisions

of the Electoral Review Officer shall be final and there shall be

no other rights

of review or appeal granted by the Rūnanga.

15.

TERMINATION OF OFFICE OF REPRESENTATIVES

15.1

Notwithstanding the forgoing rules of this Schedule, a Representative shall cease to hold office if he or she: (a)

at any time ceases to fulfil the eligibility requirements for: (i)

being a trustee of a Maori Trust Board under the Maori Trust Boards

Act

1955, and its amendments; or (ii)

standing for election as a candidate in a general election in accordance with TRONA CHARTER V8: 29 November 2025

the Electoral

(b)

Act 1993, and its amendments.

retires from office by giving written notice to the Rūnanga. completes his or her term of office and is not re-elected. refuses to act. is

absent

without

leave

from

consecutive

ordinary

meetings

the

Representatives without good reason or without the permission of the Chairperson. becomes physically or mentally incapacitated to the extent that to perform the duties of

he or she is unable

aRepresentative.

becomes bankrupt or makes any composition or arrangement with his or her creditors. is convicted of an indictable offence;or

(i)

is removed from the office of Representative in accordance with clause 27.3.

16.

RECORD OF CHANGES OF REPRESENTATIVES

16.1

Upon

the

notification

of every

appointment,

office of any Representative the Rūnanga

retirement,

re-appointment

will ensure that an

book of the Rūnanga to thateffect.

TRONA CHARTER V8: 29 November 2025

entry is

or made

termination

in the minute

THIRD SCHEDULE PROCEEDINGS OF REPRESENTATIVES REPRESENTATIVES TOREGULATE 1.1

The

Representatives

shall

meet

MEETINGS

together

for the

otherwise regulate their meetings as they think time by notice in writing to the RGnanga

dispatch

Any five

Representatives

fit.

summon

business,

adjourn

and

may

any

a meeting of the Representatives

and

the

Rūnanga shall take such steps as are necessary to convene such meeting. NOTICE

2.1

OF MEETING

Notice to Representatives Written notice each

of every meeting shall be either

hand-delivered, posted or by electronic form to

Representative at least 7 days before the date of the meeting.

However,

it shall not be

necessary to give notice of a meeting of Representatives to any Representatives for the time being absent from New he or

she

meetings

may

Zealand

be contacted

except

to those

unless while

that

Representative has provided details of

overseas.

Representatives

who

notice shall be required

were

not

present

when

where

for adjourned

the

meeting

was

adjourned. 2.2

Content of notice Every notice of a meeting shall state the place, day and time of the meeting, and the subjectmatter of the meeting.

2.3

Waiver ofnotice The reguirement for

notice of

at the time entitled to receive

a meeting notice

may

be waived

of the meeting

if all the Representatives

give their written

consent

who are

to such

waiver. 2.4

Meeting limited to notified business No business shall be transacted at any meeting

of Representatives

other than the business

expressly referred to in the notice calling the meeting. 2.5

Deficiency of notice Subiect to rule 2.4 of this Schedule, no

deficiency

or irregularity in

a notice of

any meeting

of Representatives shall invalidate such meeting or the proceedings at such meeting.

OUORUMI Twelve Representatives shall constitute

a quorum at meetings of the Representatives.

CHAIRPERSONANDDEPUTY CHAIRPERSON 4.1

Representativesto elect At the first meeting

of the

Representatives

appoint one of their number to be chairperson to be deputy

chairperson

("Deputy

following

election

("Chairperson")

Chairperson").

The

Chair

served at least one term of three years as aRepresentative. TRONA CHARTER Va: 29 November 2025

the

Representatives

and (at their and

Deputy

discretion) Chair

must

shall one have

4.2

Voting onelection Where

there

is more

than

one

candidate

for Chairperson

Chairperson) then a vote will be taken and the person

(or as the case

may

Deputy

receiving the most votes in favour

his or her appointment will become Chairperson (or Deputy Chairperson).

4.3

Termination ofoffice The Chairperson

(or Deputy Chairperson) will cease to hold office

in the

event

she resigns from that office, ceases to be a Representative or is removed Representatives Chairperson

passing

a resolution

of no confidence

(or Deputy Chairperson)

in him

or her.

that

from office by the

In the event that the

ceases to hold that office then a further

election shall

be held for the position.

PROCEEDINGSAT 5.1

MEETINGS

Decisions by maiority vote Unless

stated

otherwise

Representatives

this

shall be decided

Charter,

questions

arising

by a maiority of votes.

any

meeting

In the case of an equality of votes,

the Chairperson shall have a second or casting vote. 5.2

Chairperson The

Chairperson

Chairperson Chair. the

shall

take

the

chair

at all the

is not present then the Deputy

If there is no Deputy Chairperson

Representatives

present

shall

meetings

Chairperson,

of the

if there

Representatives. is

or the Deputy Chairperson

elect

one

of their

number

one,

shall

If the

take

the

is also not present, then

to be

Chairperson

the

meeting. 5.3

Vacancies The

Representatives

their

number

may act notwithstanding reduced

below

the

any vacancy

quorum

fixed

Representatives

may

act only for the purpose

of advising

steps

procure

new

necessary

the

in their body, by

these

but if and so long

rules,

the

of the vacancy

election

Representatives

continuing

and taking

the

any

fil

vacancy

any

committee

some

defect

the

committee,

that

they

appointed

and

was

vacancies, and for no otherpurpose.

5.4

Defects ofappointment All

acts

done

notwithstanding appointment were

any

that

of such

disgualified,

meeting

it is

the

afterwards

Representative

be valid

discovered or person

as if every

such

that

there

co-opted

person

had

was any

been

duly

— shall,

aualified to act. 5.5

Unruly meetings If any meeting Chairperson and

orderly

protracted,

of Representatives

of the meeting, manner,

the business

or if any

the Chairperson

becomes

meeting

may,

may direct that any uncompleted

and

so unruly or disorderly that in the opinion of the of the meeting

in the opinion

cannot be conducted

of the

Chairperson

without giving any reason,

item of business

of which

becomes

adiourn the

notice was

meeting

unduly and

given and which,

his or her opinion, reguires to be voted upon, be put to the vote without discussion.

TRONA CHARTER Va: 29 November 2025

in a proper

DELEGATION BY REPRESENTATIVES

6.1

Representatives may delegate The Representatives may from the RGnanga

Purposes

time to time as they think expedient for carrying

delegate

any one or more

of their powers

out any

under this Charter

of to a

committee, Representative, employee or other person. 6.2

Representatives to remain responsible Notwithstanding the delegation by the Representatives of any of

their powers under rule

6.7

of this Schedule,

for

that

power

by the

the Representatives

delegate

as if the

shall remain

Representatives

responsible had

exercised

the

exercise

the

power

themselves,

unless theRepresentatives: (a)

believed would

reasonable

exercise

duties owed

grounds

the power

when

in accordance

by the Representatives

making

the

delegation

with the provisions

that

the

delegate

of this Charter and

the

in the exercise of their office under this Charter;

and (b)

have

monitored,

means

reasonable

methods

that

they

have

followed,

the

exercise of the power by thedelegate.

6.3

Regulation of procedure by committees Subject to these rules and the provisions of this Charter,

any committee

Representatives

of that committee

regulate

its

may

co -opt any person

procedure

sees

to be

fit

a member

provided

that

the

established

committee

and

must

by the

otherwise notify

the

Representatives of all persons co-opted to the committee.

RESOLUTIONS 7.1

A written resolution signed shall

be as

conducted Such

by all the Representatives

effective for all purposes meeting

a resolution

as a resolution

or by all the members

of a committee

passed

convened

at a properly

of the Representatives

or of that

committee

(as

the

may

duplicated

documents,

each

signed

comprise

several

case

may by

and be).

one

book of all decisions taken

and

purported

more of the Representatives or members of the committee (as the case may be).

MINUTES 8.1

Minutes to be kept The

Representatives shall keep a proper record

in a minute

business transacted at every meeting of the Representatives.

8.2

Minutes to be evidence of proceedings Any

minute

the

proceedings

meeting

which

signed

the

of the Representatives

have

been

made

proved,

the

meeting

chairperson of that meeting shall be evidence of those proceedings.

8.3

Minutes to be evidence of proper conduct Where

minutes

of the proceedings

at a meeting

accordance with the provisions of this rule then, until the contrary shall

deemed

to have

been

properly

convened

and

its

TRONA CHARTER V8: 29 November 2025

proceedings

have

been

properly conducted. TELECONFERENCE

9.1

For the purposes a

MEETINGS

of these

rules

number

Representatives

be deemed

constitute

Teleconference

committee

meeting

(as the case may

be).

All

the

to Teleconference

or Video

the

provisions

Conference

or Video Conference

members

who

constitute

Representatives

between

quorum

shall

the

committee

rules

relating

meetings

shall

apply

(as

case

may

be)

long

these

Meetings

Meeting

the

members the

following conditions are met: (a)

all of the Representatives or committee members (as the case may be) for the time being entitled to receive notice of a meeting shall be entitled to notice of a Teleconference or Video of such a

meeting.

Conference

Meeting

and

linked

for the

Notice of a Teleconference or Video Conference

purposes

Meeting may

be given on the telephone or by electronic calendar request or email. (b)

throughout the Teleconference or Video Conference Meeting each

participant must

be able to hear each of the other participants taking part. (c)

at the beginning

of the Teleconference or Video Conference Meeting each

participant must acknowledge his or her presence for the purpose of that meeting to all the others taking part. (d)

a participant may not leave the Teleconference or Video Conference Meeting by disconnecting his or her telephone or other means of communication without first obtaining the Chairperson’s express consent. Accordingly, a participant shall be conclusively

presumed

quorum at all times

to have been present

during

the

and to have formed part of the

Teleconference

or Video Conference

Meeting

unless he or she leaves the meeting with the Chairperson’s express consent. (e)

minute

Meeting

of shall

the

proceedings

sufficient

the

Teleconference

evidence of those proceedings,

Video

Conference

and of the observance

of all necessary formalities, if certified as a correct minute by the Chairperson

of that

meeting.

10. 10.1

CUSTODY AND USE OF COMMON

SEAL

Use and custody of seal The

Representatives

resolution, they may any document

have

custody

a document

affixed

of the

common

seal,

adopt any seal they think fit. The common

unless the Representatives

When

the

shall

and

from

time

to time

seal must not be affixed

by resolution authorise its use on that document.

is to be sealed on the authority of the Representatives the seal must be

document

the

presence

three

Representatives

who

must

sign

common

seal

shall

only

by virtue

the

document. 10.2

Authority for transaction sufficient No

document

Rūnanga

entered

into

under

the

invalid

of the

not giving its prior authority to affix the seal as long as the affixing of the seal was TRONA CHARTER V8: 29 November 2025

made

pursuant

to a resolution

of the

Rūnanga

authorising

the transaction

or transactions

concerned or as long as the affixing of the seal is subsequently ratified by the Rūnanga. 11.

FORMS OF CONTRACTS

11.1

Contracts bydeed Any contract which,

if made

between

private persons,

must be by deed, shall,

if made

the Rūnanga, be in writing under the seal of the Rūnanga.

11.2

Contracts inwriting Any

contract which,

parties to be bound

if made

between

private

by the contract shall,

persons,

f made

must

be in writing

by the Rūnanga,

signed

the

be in writing signed

two Representatives on behalf of or by direction of the Rūnanga. 11.3

Oral contracts Any same

contract which, manner

if made

by private persons,

by or on behalf of the Rūnanga

may by any

be made

orally,

Representative

may

be made

in the

or the Secretary,

either case acting by direction of the Rūnanga. 11.4

Contracts pursuantto resolution Notwithstanding the Rūnanga

anything to the contrary in this rule 11, no contract made

shall be invalid by reason only that it was not made

this rule, if it was made pursuant to a resolution of the Rūnanga.

TRONA

CHARTER

V8: 29 November 2025

by or on behalf of

in the manner provided

FOURTH

PROCEDURE

SCHEDULE

FOR PASSING SPECIAL RESOLUTION

THIS SCHEDULE TO APPLY 1.1

A Special Resolution to: (a)

approve a Maior Transaction in accordance with clause 2.5; or

(b)

approve any proposal relating to the disposal of income shares or settlement guota under the Māori Fisheries Act 2004 to which clause 30 applies; or

(c)

amend this Charter in accordance with clause 24; or

(d)

wind up the Rūnanga in accordance with clause 25;or

(e)

determine that any Inalienable Land is no longer to be classified as Inalienable Land in accordance with clause 27,

shall only be passed as set out in this Schedule. POSTAL VOTINGAND

2.1

SPECIAL GENERAL

MEETING

Voting on a Special Resolution shall be by ballot, either at the special general meeting held for the purposes of considering the Special Resolution, or by post. Votes may also be cast electronically by email, internet voting or such other means as the Chief Returning Officer considers appropriate to enable each eligible Adult Member of Ngāti Awa

who wishes to

vote to do so.

VOTING 3.1

In order for

a Special Resolution to be passed

75 percent of those

Adult Members

of Ngāti

it must receive the approval of Awa

who

validly cast a vote

notless

than

in favour of the

proposed Special Resolution in accordance with this Schedule.

SPECIAL GENERAL MEETING REOUIRED 4.1

A special general one

or more

meeting

Special

of the Rūnanga

Resolutions.

must

other

be called for the purposes

business

may

transacted

considering

at such

special

general meeting.

NOTICE 5.1

Notice of special general meeting The

Rūnanga

place

of the

shall give not less than twenty-eight special

general

meeting

Resolution (to the intent that notice

called

(28) days'

for the

purposes

notice of the date, of considering

of the postal vote and the special general

be given in the same notice). TRONA CHARTER V8: 29 November 2025

any

time

and

Special

meeting shall

5.2

Method of giving notice Notice of a special general meeting called for the purposes of considering a Special Resolution shall be:

(a)

in writing and posted to all Adult for each

such Adult Member

other Member

of Ngāti Awa

Members

of Ngati Awa

at the last address

of Ngati Awa

on the Ngati Awa

over the age

of 18 years who

has

shown

and

made

any

written

reguest for a notice.

(b)

Advertised 2ealand

prominently

and

any

in any provincial

maior

metropolitan

newspapers

circulating

New

in regions where the Rūnanga

consider that a significant number of Members of Ngāti Awa reside; and

(c)

Advertised

Ngāti

Awa

Facebook

page,

Rūnanga

website,

intranet

and

other

mandated social media platforms and on a radio station or radio stations broadcasting in the district or districts where

the Rūnanga

considers that a significant number

Members of Ngāti Awa reside.

5.3

Content of notice to members All notices given in accordance with rule 5.2(a) of this Schedule shall contain:

5.4

(a)

the date, time and

(b)

details of the proposed Special Resolution; and

(c)

details

(d)

details

(e)

a statement that postal votes may either

(f)

a voting form.

place

of the special

general

meeting

called

for the purposes

considering the Special Resolution.

of the

reasons

for the

proposed

Special

Resolution

followed

in making

and

the

effect that the

Special Resolution will have. of the

procedure

to be

postal

electronic

vote,

including the date on which postal or electronic voting closes. be delivered to the Chief

Returning Officer

at the special general meeting, or posted; and

Content of advertisement All advertisements

published

in accordance with rule

5.2(b)

and

5.2(c)

this

shall contain the matters referred in rule 5.3(a) and (b) of this Schedule together

Schedule with details

of how and where any further information can be obtained.

POSTALVOTING 6.1

Other details to accompany vote Each voting form must contain sufficient information to identify the voter, and the voting documents issued to that voter.

TRONA CHARTER Va: 29 November 2025

6.2

Timing of PostalVotes Votes

must be cast

no later than the closing

are valid and able to the counted

date for voting. Votes

if they are received

otherwise

by the Chief Returning

validly cast

Officer no later

than 3 days after the closing date, but only if the envelope containing the voting form is date stamped on or before the date for votingcloses.

6.3

Postal Votes may be received at the Special General Meeting Voting

forms

may

delivered

to the

Chief

Returning

Officer

the

Special

General

appoint

a Chief

Returning

Meeting, rather than beingposted.

APPOINTMENT OF CHIEF RETURNING OFFICER TA

Appointmentof Chief Returning Officer For the purposes

of the

Special

Resolution,

Officer who shall not be a Representative

the

Rūnanga

or employee

shall

of the Rūnanga,

and who shall be a

person of standing within the community. 7.2

Chief Returning Officer to receive voting forms Voting forms must be addressed to the Chief Returning Officer.

7.3

Chief Returning Officer to be presentat Special General Meeting The

Chief

Returning

Officer

Returning

Officer wil

general

meeting.

must

available

present

to collect

The Chief Returning

at the any

special

completed

Officer shall also

general voting

meeting.

forms

The

Chief

the

special

ensure that additional voting forms

are available at the special general meeting. 7.4

Eligibility

to vote

Those eligible to vote on a Special Resolution are: (a)

Those

Adult

Members

of Ngāti

Awa

identified

on the

Ngāti

Awa

the

who is

over

closing date for voting; and (b)

Subiect to rule 7.5(b) of this Schedule,

any other Member

of Ngāti Awa

the age of 18 years and has on or before the closing date for voting, provided to the Chief Returning which

Officer an

application

for registration

complies with rule 3.1 of the First Schedule

a Member

accompanied

Ngāti

Awa

by evidence

of that

Member's eligibility to be included in the Ngāti Awa Register. 7.5

Only one vote to be cast The Chief Returning Officer shall: (a)

Ensure that appropriate measures

are in

place to ensure that

Awa

who

each

Adult

Member

of Ngāti

is eligible

to vote

only one on

vote is cast the

Special

Resolution; and (b)

Where

any

Provisional

Vote

is cast pursuant to rule 7.4(b) of this Schedule,

counting that Provisional Vote consult with the Whakapapa

Committee to ensure

that the person casting the vote is eligible to be registered on the Ngāti TRONA CHARTER V8: 29 November 2025

before

Awa

7.6

Recording

ofvotes

A record shall be kept by the Chief Returning Officer of all votes received. COUNTING OF VOTES

8.1

All votes to be counted Upon

the expiry of the date for the receipt of votes, the Chief Returning

Officer shall record

and count all votes validly cast.

8.2

Certification and notifying result Once

all votes have been counted

the Chief Returning

and the result

Officer, the Chief Returning

of the Special Resolution

determined

Officer shall certify the result of the Special

Resolution and communicate the result to the Rūnanga. 8.3

Provisional

votes

Where, in respect of any Special Resolution, one or more Provisional Votes has been cast: (a)

If the validity

or otherwise

of the

Special

Resolution,

the

Chief

Special

Resolution

until

the

pursuant

to rule

7.5(b)

Provisional

Returning validity

Votes

Officer

of the

of this Schedule

and

may

affect the

must

not certify

Provisional

Votes

any

valid

outcome

the

result

of the of

the

has

been

confirmed

Provisional

Vote

has

been

counted;or (b)

If the validity Special

or otherwise

Resolution,

Provisional

Chief

Returning

the

validity

of the

notwithstanding

that

pursuant

7.5(b)

to rule

of the

the

Votes

Provisional

of this Schedule

will not affect the

Officer and

the

may _ Votes

has

Provisional

result of the

certify

the

— result

not

been

confirmed

Votes

have

not been

counted.

PROCEEDINGS AT SPECIAL GENERAL MEETING 9.1

Except as otherwise holding

of any

set out in this Schedule

special

general

meeting

the provisions of clause

called

for the

purposes

Resolution and the meeting shall be conducted accordingly.

TRONA CHARTER V8: 29 November 2025

14 shall apply to the

of considering

a Special

FIFTH SCHEDULE

LIST OF HAPU

Ngati Hokopu-Te Whare o Toroa Ngāti Hokopu-Te Hokowhitu a Tu Ki Te Rahui Ngāti Wharepaia Ngāti Pukeko Ngāti Rangataua Ngai Tamapare Te Patuwai Ngāti Maumoana Ngai Taiwhakaea II Ngāti Hikakino Ngai Te Rangihouhiri II Te Tawera Nga Maihi Te Pahipoto Ngai Tamaoki Ngai Tamawera Ngai Tuariki Warahoe Ngāti Hamua Ngāti Awa ki Tamaki Makaurau Ngāti Awa ki Te Whanganui-a-Tara Te Kahupake

TRONA CHARTER Va: 29 November 2025

SIGNED by TE RŪNANGA O NGĀTI AWAby

affixing

its common seal in the presence of:

Thomas Con O’Brien (Full Name)

Margaret Manurere Glen (Full Name)

Reuben

£os——

(Signature)

2424

PARI

Te Pere Araroa

(Full Name)

(Signature)

TRONA CHARTER V8: 29 November 2025