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DF7 Share Scheme

The Company has established an Employee Share Scheme under section DF7 of the Income Tax Act 1994. Under this Scheme Pumpkin Patch will, immediately prior to listing, issue 2,000,000 Shares to Pumpkin Patch Nominees Limited (the “Trustee”) and intends to procure the Trustee to offer those Shares to its employees as soon as possible (taking into account certain practical matters) after Pumpkin Patch is quoted on the NZX.

It is intended that Shares will be offered to employees at a price 25% less than the Final Price for investors (other than institutional or professional investors) determined under the Share Offer. All permanent employees in New Zealand who have been with the Company for at least six months and who work 30 hours or more per week (including Directors) will be eligible to purchase $2,340 of Shares at this discounted rate. All permanent employees in New Zealand who have been with the Company for at least six months and who work between 10 and 30 hours per week (including Directors) will be eligible to subscribe for up to $1,170 worth of Shares at the discounted rate.

Pumpkin Patch will, prior to listing, give the Trustee an interest free loan for the aggregate purchase price to enable it to purchase the Shares issued to it for this scheme. Pumpkin Patch has agreed that the Trustee is, in turn, entitled to novate a portion of that loan to individual employees to assist them to purchase Shares under the DF7 Share Scheme.

Pumpkin Patch intends to implement similar schemes for its employees in the United Kingdom and in Australia within the next 12 to 24 months and to this end has issued the appropriate number of Shares (and made the associated loan) to the Trustee and has made provision for additional Shares which may be offered to these employees.

Offers of Shares under the DF7 Share Scheme are not required to comply with the Securities Act 1978 and are not part of either the Share Offer or the Option Offer.

There are no other material matters relating to the offer of Shares and Options in this Prospectus other than matters elsewhere set out in this Prospectus and contracts entered into in the ordinary course of business of the Company or its subsidiaries.

41. DirectorsStatement

The Directors, after due enquiry by them in relation to the period between the date of the latest balance sheet set out in this Prospectus and the date of registration of this Prospectus are of the opinion that no circumstances have arisen that materially adversely affect the trading or profitability of the Company or its subsidiaries, the value of the assets of the Company or its subsidiaries, or the ability of the Company or its subsidiaries to pay its liabilities due within the next 12 months.

42. AuditorsReport

A copy of the auditors’ report required by clause 42 of the First Schedule to the Securities Regulations is set out on pages 70 and 71.

This Prospectus was signed by or on behalf of the Directors of the Company when it was delivered to the Registrar of Companies for registration.

Greg Muir (Executive Chairman)

Maurice Prendergast (Managing Director)

Chrissy Conyngham

Jane Freeman

David Jackson

Sally Synnott

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