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PUMPKIN PATCH LIMITED & SUBSIDIARIES NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE 6 MONTHS ENDED 31 JANUARY 2004 (CONTINUED)

4. Share Capital (Continued)

The shares are subject to put and call options at the exercise price in the event of a participatory employee ceasing employment; or a receiver or liquidator being appointed; or shares in the company being publicly listed; or more than 50% of the voting shares in the company (or the assets/business of the Pumpkin Patch Group) being sold.

There have been no put or call rights exercised during the period.

Treasury Stock

During the 2002 period Pumpkin Patch Limited acquired 374 shares from shareholders at a total cost of $31,401, reissued 288 Treasury Stock shares to employees under the Pumpkin Patch Limited Employee Share Scheme at $20,160, and sold 759 Treasury Stock shares to employees at $53,130. As at 31 January 2004 no shares are being held as Treasury stock.

31 January

% of total

31 July

% of total

31 December

% of total

2004

ordinary

2003

ordinary

2002

ordinary

shares

shares

shares

B Class shares:

70,861

5.5%

68,700

5.5%

68,700

5.7%

Shares held by the scheme carry no voting rights and full dividend rights.The issue price has been set based upon the estimated market value of ordinary A shares. MJ Prendergast, a director of Pumpkin Patch Limited, is one of three trustees of the scheme. The trustees are appointed by the scheme’s Trustees.

Advances of $1,720,740 (2003: $1,647,240, 2002: $1,647,240) have been made to the Trust and to employees to assist in the purchase of shares under the scheme. These advances are interest free and repayable on demand.

The scheme held the following shares at balance date:

During the period 2,161 B Class shares were issued to the Pumpkin Patch Limited Employee Share Scheme Trust.

Neither the Company nor its related parties have any rights with respect to the shares issued under the scheme.

The Pumpkin Patch Limited Employee Share Scheme Trust was established by Pumpkin Patch Limited in 1999 to recognise the long service of employees and to assist them in becoming shareholders. Employees who have six years continuous service and certain other employees determined by the directors can participate in the scheme.

5. Employee Share Ownership Plans

Pumpkin Patch Limited Employee Share Scheme Trust

31 January

% of total

31 July

% of total

31 December

% of total

2004

ordinary

2003

ordinary

2002

ordinary

shares

shares

shares

Executive Employee Share Scheme Trust

The Pumpkin Patch Limited Executive Employee Share Scheme Trust was established by Pumpkin Patch Limited in 2003. The shares are issued to Pumpkin Patch Nominees Limited for nil consideration to hold in trust for certain employees who were invited by the Board of Directors to participate in a share option scheme. Pumpkin Patch Limited or its subsidiaries have no ownership in Pumpkin Patch Nominees Limited nor do they have any ability to appoint its directors.

During the period, 31,900 C Class shares were issued under the provisions of the employee share scheme.

This scheme held the following shares at the end of the period:

3.8%

-

-

47,350

The shares carry no voting rights and no dividends rights unless fully paid.

6.2%

C class shares unallocated to employees

79,250

57

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