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9. Interpretation

# In this Schedule, unless the context otherwise requires:

“Assumed Annual Dividend” for each of the three years commencing 9 June 2004, 9 June 2005 and 9 June 2006, the assumed dividend which will be paid by the Company in each of those years (which will be determined by the Company in its discretion after taking such independent advice (if any) as it considers desirable, based on the expected dividend in those three years);

“Benchmark Price” means the price set by the Company after taking such independent advice (if any) as it considers desirable and calculated in accordance with the following formula:

Exercise Price x [(1+ Cost of Equity) - Assumed Annual Dividend for the year commencing 9 June 2004] x [(1+ Cost of Equity) - Assumed Annual Dividend for the year commencing 9 June 2005] x [(1+ Cost of Equity) – Assumed Annual Dividend for the year commencing 9 June 2006]

“Cost of Equity” means a factor, selected by the Company in its discretion after taking such independent advice (if any) as it considers desirable and calculated in accordance with the following formula:

R e = R ƒ ( 1 - T 1 ) + ß e ( P T M R P )

Where: R ƒ = R i s k f r e e r a t e o f r e t u r n , b a s e d o n t h e y i e l d o n N e w Z e a l a n d g o v e r n m e n t s t o c k . T 1 = N e w Z e a l a n d i n v e s t o r s e f f e c t i v e t a x r a t e o n i n t e r e s t a n d d i v i d e n d i n c o m e r e l a t i v e t o c a p i t a l g a i n s . ß e = E q u i t y b e t a , a m e a s u r e o f t h e v o l a t i l i t y o f r e t u r n s f r o m t h e C o m p a n y c o m p a r e d t o r e t u r n s f r o m t h e

investment market.

PTMRP = Post tax market risk premium, or expected return, measured after New Zealand investor taxes, on the market portfolio of equity investments. Derived from PricewaterhouseCoopers research on New Zealand equity market returns;

“Employee” means a person who, at the date of offer of Options, is an employee of the Company or any Subsidiary;

# “Exercise Period” means the period commencing on 9 June 2007 and ending on 9 June 2009;

“Exercise Price” means the price per Share payable by investors other than institutional and professional investors participating in the book build pursuant to the 2004 Initial Public Offering of Shares in the Company;

“Lapse Event” means the occurrence of an event by which a Scheme Member who (at the date of offer of the relevant Option) is an Employee ceases to be an Employee for any reason whatsoever (including but without limitation, death, normal retirement or resignation, ill health, accident or redundancy, or termination by the Company for cause) provided that the Board may, in its absolute discretion, determine that any given

circumstances do not constitute a Lapse Event;

# “Listing Rules” means the Listing Rules of the NZX;

“Market Price at Exercise Date” means the volume weighted average selling price per share of all of the Shares in the Company traded on the NZX during the 10 Business Days prior to the date that the Company receives an Exercise Notice pursuant to clause 4.3, adjusted as the Company may determine in its sole discretion, to take account of the Shares going ex–dividend in that period and to ensure, as far as practicable, that such weighted average does not take into account any purchase or sale of Shares by or on behalf of the Scheme Member;

# “Option Certificate” means a certificate evidencing Options, including the Schedule (if any) to such certificate;

“Record Date” bears the same meaning as it bears in the Listing Rules;

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