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corporate governance

The Board of Pumpkin Patch has the responsibility of ensuring Pumpkin Patch is properly managed to protect and enhance shareholders’ interests. The Directors take this responsibility seriously and to this end, the Board of Directors has adopted what it believes to be appropriate corporate governance policies and practices. The main corporate governance policies incorporate:

  • Appointment and retirement of Directors;

  • Directors’ access to independent professional advice;

  • Board committees:

    • Audit, Compliance and Risk Management Committee; and

    • Remuneration Committee.

The Board has undertaken to regularly review the corporate governance policies to ensure that Pumpkin Patch’s responsibilities and obligations are met.

business strategy

Purpose of the Issue

It is intended that the proceeds of the Share Offer will be used as described at page 17. There will not be any proceeds from the allocation of Options under the Option Offer, but proceeds from the exercise of Options will

be used by the Company for its general business purposes. Any proceeds may also be applied to any undertaking in which the Company may lawfully engage.

Directors’ Plans

The Directors’ plans for the following twelve months are to focus on growth in sales and earnings through:

  • Continued development of Pumpkin Patch in New Zealand and Australia through new store openings;

  • Expansion of pre and early teen brands;

  • Continued incremental growth in Pumpkin Patch’s United Kingdom retail chain;

  • Expansion of overseas third party retailing through department stores in the United States; and

  • Extension of existing operations in Europe and the Middle East in conjunction with our third party retailers.

Forecasts

Forecast financial statements including cash flows (and the notes and assumptions upon which the statements are based), for the years commencing on 1 August 2003 and 1 August 2004 are set out at pages 36 to 43.

Dividend Policy

The dividend policy of the Board of Pumpkin Patch is to target a dividend payout ratio of approximately 50% of the net profit after tax of the Company, subject to a number of factors including the level of expenditure

required to pursue growth opportunities and the Company’s objective to provide shareholders with appropriate returns. In each financial year the Directors expect to pay an interim dividend in April and a final dividend in November. Pumpkin Patch can give no assurances as to the level or frequency of any future dividend (or other distributions, if any) payable on Shares or as to the level of imputation credits, if any,

attached to any dividends. Option Holders under the Option Offer are not entitled to any dividends in respect of their Options.

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