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15. DirectorsInterests

Maurice Prendergast, Greg Muir and Chrissy Conyngham are employed by Pumpkin Patch as Managing Director, Executive Chairman and Director of Design and Marketing respectively. Maurice, Greg and Chrissy provide executive and management services to Pumpkin Patch and Chrissy additionally provides fashion design services. Each is entitled to salary and other remuneration and benefits in respect of their employment by Pumpkin Patch. Each are also entitled to termination of their employment by not more than 12 months notice (and the Company may make a payment in lieu of notice) and, in the case of redundancy, each are

entitled to a further payment of 6 months total remuneration. No other compensation on termination is payable. Each of Maurice, Greg and Chrissy will be offered Options pursuant to the Option Offer (870,000

Options, in aggregate) and will be entitled to participate in the DF7 Scheme as set out on page 85.

The Company has granted indemnities, to the fullest extent permitted by the Companies Act 1993, in favour of each of its Directors. The Company also maintains insurance for its Directors and officers to support such indemnities to the extent permitted by the Companies Act 1993.

Directors are entitled to be paid reasonable travelling, accommodation and other expenses incurred in the

course of performing duties or exercising powers as Directors.

No material transaction has been entered into in the five years preceding the date of this Prospectus or is to be entered into between Pumpkin Patch and any of its Directors or between any of the persons specified in paragraph 15 of the First Schedule to the Securities Regulations Act 1983.

16. PromotersInterests

T h e r e a r e n o p r o m o t e r s o f t h e S h a r e s o r t h e O p t i o n s t h e s u b j e c t o f t h e o f f e r s s e t o u t i n t h i s P r o s p e c t u s , o t h e r

than the Company as the issuer of the Shares and the Options.

17. Material Contracts

Pumpkin Patch has entered into the Repurchase Agreements with the Selling Shareholders. The terms of these agreements are as described on pages 81 and 82.

There are no other material contracts (other than contracts in the ordinary course of business) which have been entered into by the Company or any of its Subsidiaries at any time in the last two years preceding the date of registration of this Prospectus.

18. Pending Proceedings

There are no legal proceedings or arbitration pending at the date of the registration of this Prospectus that may have a material adverse effect on the Company or its Subsidiaries.

19. Preliminary and Issuing Expenses

Issue expenses, including lead management fees, legal and accounting fees, advertising, printing and other costs incurred by the Company in making the Share Offer and the Option Offer are estimated at $2,700,000, of

which approximately $1,335,000 is to be paid by the Company and the remainder to be paid by or on behalf of the Selling Shareholders. The lead management fees include brokerage fees (payable by the Lead Manager) of 1.75% of the subscription price for Shares issued under firm allocation to retail investors and 1% of the subscription price for Shares issued to institutional investors.


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