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Option Offer (Employees Only)

Offer Description

Pumpkin Patch is offering a total of 2,274,000 Options to purchase Shares pursuant to the terms of the Pumpkin Patch 2004 Share Option Scheme (the “Scheme”). Each Option will entitle the holder to purchase one Share on the terms and conditions of the Scheme which have been set out in full on pages 93-98.

Assuming all offers of Options are accepted, the Company will have on issue 2,274,000 Options, which may convert into 2,274,000 Shares in the Company no earlier than 9 June 2007. On the basis of the post listing shareholdings set out in the table on page 21 and assuming all Options convert into Shares, this would represent 1.35% of the Company.

The Options will only be offered to selected Senior Managers. Each Senior Manager selected to participate in the Option Offer will receive, together with the Investment Statement and this Prospectus, an individual offer specifying the number of Options being offered to that Senior Manager.

Included in the Option Offer will be an offer of 870,000 Options to executive Directors.

Application for Options

There is no application fee or other sum payable for Options offered under the Option Offer. Eligible Senior Managers wishing to accept the Option Offer need to complete the Option Application Form personally provided to them in full and return it to the address below no later than 5.00pm on the 12th Business Day after receipt of their individual offer or such later date as may be advised by Pumpkin Patch in writing. The Option Application Form contains an undertaking to comply with the terms and conditions of the Scheme and must be signed before a witness.

Eligible Senior Managers will be notified of the number of Options being offered to them. Eligible Senior Managers wishing to apply for Options pursuant to the Option Offer must apply for the full number of Options offered to them.

The completed Option Application Form must be returned to: Managing Director Pumpkin Patch Limited 439 East Tamaki Road East Tamaki Auckland NEW ZEALAND

Allocation of Options

Once Pumpkin Patch receives a completed Option Application Form from an Eligible Senior Manager it will :

  • Grant to that Eligible Senior Manager the number of Options applied for forthwith; and

  • Issue an Option Certificate in the name of that Eligible Senior Manager by 12 June 2004.

Exercise of Options

An Exercise Price will apply for Option Holders wishing to exercise their Options. The Exercise Price will be equivalent to the Final Price per Share for investors other than institutional and professional investors participating in the book build process as determined pursuant to the Share Offer.

The Options can only be exercised on written notice to Pumkin Patch within an Exercise Period commencing on 9 June 2007 and ending on 9 June 2009 (“Exercise Period”) (although the Company may permit earlier exercise in certain extraordinary circustances). The Options will lapse if they are not exercised by the end of the Exercise Period or if certain other circumstances exist (these are set out in full on pages 93-98).

In addition the Options are not able to be exercised unless certain conditions are met. In particular the Shares must have been quoted on the NZX for at least one day in the period prior to the commencement of the


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