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glossary of certain terms

Term

Definition

Allocation and Allotment Date

Between 8 June and 12 June 2004

Assumed Annual Dividend

For each of the years commencing 9 June 2004, 9 June 2005 and 9 June 2006 the assumed dividend which will be paid by the Company in each of those years (which will be determined by the Company in its discretion after taking such independent advice (if any) as it considers desirable, based on the expected dividend in those three years)

Benchmark Price

The price set by the Company after taking such independent advice (if any) as it considers desirable and calculated in accordance with the following formula: Exercise Price x [(1+ Cost of Equity) - Assumed Annual Dividend for the year commencing 9 June 2004] x [(1+ Cost of Equity) - Assumed Annual Dividend for the year commencing 9 June 2005] x [(1+ Cost of Equity) - Assumed Annual Dividend for the year commencing 9 June 2006]

Business Day

Day on which the NZX is open for trading

Closing Date

For the Share Offer 4 June 2004 For the Option Offer the 15th Business Day following receipt of an individual offer of Options

Constitution

The constitution of Pumpkin Patch to be adopted prior to listing

Cost of Equity

A factor, selected by the Company in its discretion after taking such independent advice (if any) as it considers desirable and calculated in accordance with the following formula: Re = Rƒ(1-T1) + ße (PTMRP) Where: R = Risk free rate of return, based on the yield on New Zealand government stock. T = New Zealand investors’ effective tax rate on interest and dividend income relative to capital gains. ße = Equity beta, a measure of the volatility of returns from the Company compared to returns from the investment market. PTMRP = Post tax market risk premium, or expected return, measured after New Zealand investor taxes, on the market portfolio of equity investments, derived from PricewaterhouseCoopers research on New Zealand equity market returns

ƒ 1

Directors

Members of the Board of Directors of Pumpkin Patch

EBIT

Earnings Before Interest and Tax

EBITDA

Earnings Before Interest Tax Depreciation and Amortisation

Eligible Senior Manager

A Senior Manager that has been offered Options pursuant to the Option Offer

Exercise Period

The period during which Options issued pursuant to the Option Offer can be exercised, being the period between 9 June 2007 and 9 June 2009

Exercise Price

The Exercise Price for Options issued pursuant to the Option Offer, which shall be the Final Price for investors other than institutional and professional investors participating in the book build

Final Price

For institutional and professional investors participating in the book build the price set by the Company on or prior to 8 June 2004 and payable by institutional and professional investors participating in the book build under the Share Offer in respect of a Share; For other investors the price set by the Company on or prior to 8 June 2004 and payable by investors other than investors who are institutional and professional investors participating in the book build under the Share Offer in respect of a Share

Indicative Price Range

The indicative price range per Share set out on page 15

Investment Statement

The Investment Statement issued in respect of the Share Offer and the Option Offer dated 14 May 2004

Lead Manager

Goldman Sachs JBWere (NZ) Limited

Market Price at Exercise Date

Volume weighted average selling price per Share traded on the NZX during the 10 Business Days prior to exercise (adjusted as Pumpkin Patch may determine in its sole discretion to take account of the Shares going ex-dividend and to ensure that such weighted average does not take into account any purchase or sale of Shares by an Option Holder)

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