Votes Cast At Annual Shareholders' Metting

VOTES CAST AT ANNUAL SHAREHOLDERS’ MEETING

Auckland, 23 December 2004 – The following is a summary of the votes cast at the Company’s Annual Shareholders Meeting held on 22 December 2004.

Number of Shares Total Votes Votes for Votes Against
Capital Return - Ordinary 51,635,226 51,429,913 205,313
Capital Return - Preference 135,027,240 134,901,725 125,515
Re-elect A (Tony) I Gibbs 186,045 692 185,612,895 432,797
Re-elect M J Andrews 185,589,035 173,825,857 11,763,178
Re-elect M C Walls 185,540,184 185,258,079 282,105
Fix Auditors’ remuneration 186,285,667 186,079,514 206,153
Adopt proposed constitution 186,103,903 185,673,660 430,243

Number of holders, postal votes and proxies Total Holders Holders for Holders Against
Capital Return - Ordinary 2,064 1,885 179
Capital Return - Preference 1,575 1,459 116
Re-elect A (Tony) I Gibbs 1,882 1,748 134
Re-elect M J Andrews 1,854 1,627 227
Re-elect M C Walls 1,833 1,743 90
Fix Auditors’ remuneration 2,052 1,998 54
Adopt proposed constitution 2,000 1,882 118

Following Tenon’s ASM and announcement of the conditional sale of its Structural Solutions business yesterday, the Board has determined that:

- In accordance with the NZX Listing Rules requirements, Michael Walls, Michael Andrews and Rodger Fisher are independent Directors of the Company. Tony Gibbs and Luke Moriarty are not independent Directors, because they are both Directors of the Rubicon Limited (whose subsidiary companies own 50.01% of Tenon), and in addition Luke Moriarty is Chief Executive Officer of Rubicon; and

- It will review the Company’s capital structure and dividend policy following completion of the Structural Solutions transaction, which is expected to close in the first quarter or early second quarter 2005.

ENDS

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