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Basis of opinion on the summary of financial statements

We have undertaken procedures to provide reasonable assurance that the amounts set out in the summary of financial statements of the Group on page 67, pursuant to clauses 8(2) and 8(3) of the First Schedule of the Securities Regulations 1983, have been correctly taken from the audited financial statements of the Group for the years ended 31 July 1999, 2000, 2001 and 2002, for the seven months ended 31 July 2003 and for the six months ended 31 January 2004.

Basis of opinion on the prospective financial information

To meet our reporting responsibilities we have examined the prospective financial information for the years ending 31 July 2004 and 31 July 2005 as set out on pages 37 to 39 to confirm that, so far as the accounting policies and

calculations are concerned, the prospective financial information has been properly compiled on the footing of the assumptions made or adopted by the Directors as set out on pages 40 to 43 of this Prospectus and are presented on a basis consistent with the accounting policies normally adopted by the Group.

Unqualified opinion on the financial statements and the summary of financial statements

We have obtained all the information and explanations we have required.

In our opinion:

  • (a)

    proper accounting records have been kept by the Group as far as appears from our examination of those records;

  • (b)

    the financial statements of the Group, on pages 45 to 66 of this Prospectus, as required by clauses 23 to 38 of the First Schedule of the Securities Regulations 1983, and that are required to be audited, have been drawn up to:

    • (i)

      comply with the Regulations;

    • (ii)

      subject to those Regulations, comply with generally accepted accounting practice in New Zealand; and

    • (iii)

      give a true and fair view of the state of affairs of the Group as at 31 January 2004 and 31 July 2003 and its financial performance and cash flows for the periods ended on that date;

  • (c)

    the amounts or details set out in the summary of financial statements, on page 67 of this Prospectus, as required by clauses 8(2) and 8(3) of the First Schedule of the Securities Regulations 1983, have been correctly taken from the audited financial statements of the Group from which they were extracted.

Unqualified opinion on the prospective financial information

In our opinion, the prospective financial information for the years ending 31 July 2004 and 31 July 2005 as set

out on pages 37 to 39, so far as the accounting policies and calculations are concerned, have been properly compiled on the footing of the assumptions made or adopted by the Directors of the Company as set out on pages 40 to 43 of this Prospectus and are presented on a basis consistent with the accounting policies normally adopted by the Group.

Actual results are likely to be different from the prospective financial information since anticipated events frequently do not occur as expected and the variation could be material. Accordingly, we express no opinion

as to whether the prospective financial information will be achieved.

Yours faithfully

Chartered Accountants Auckland

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