prospectus for - Pumpkin Patch investor relations

5A. Restrictions of Directors’ PowersThere are no other modifications, exceptions or limitations on the powers of the Board imposed by theConstitution, other than those limitations and other requirements that apply to every company registered underthe Companies Act 1993, or pursuant to the NZX Listing Rules, which require the approval of shareholders tovarious matters including major transactions, material transactions and related party transactions.The Companies Act 1993 contains a number of provisions which would have the effect or consequence, incertain circumstances, of restricting the powers of Directors. Such provisions are common to all companiesregistered under that Act, and include requirements that:• A major transaction (as defined in the Companies Act 1993) must have the approval of a special resolutionof shareholders;• Any action by the Company affecting the rights attached to any shares must be approved by specialresolution of each interest group (as defined in the Companies Act 1993) affected;• Distributions (including dividends) may not occur if the solvency test (as defined in the Companies Act 1993)is not satisfied; and• The Board of Directors may not delegate certain powers conferred on it as specified in the Second Scheduleof the Companies Act 1993.6. Substantial Equity Security Holders of IssuerThe following table sets out names of all registered holders of Shares as at the date of registration of thisProspectus. None of these persons undertake any liability in respect of, or guarantee, the Shares or Optionsoffered pursuant to this Prospectus.HolderNo of shares heldAs at date ofProspectus 1,2 Post-listing 3Wynyard Wood Trustee Services Ltd and 48,780,000 Between 48,780,000 and 24,390,000Nigel P Smith (as trustees of the Feruza Trust)(number depends on number of shares repurchased)Perpetual Trustee Limited 24,000,000 Between 24,000,000 and 12,000,000(as trustee of the Quadrant Trust)(number depends on number of shares repurchased)Wynyard Wood Trustee Services Ltd and 20,037,200 Between 20,037,200 and 7,400,000Nigel P Smith (as trustees of the Simdec Trust)(number depends on number of shares repurchased)Maurice J Prendergast, Kerry D Prendergast and 13,400,000 13,400,000Stuart G Callender (as trustees of the Kezza Family Trust)Mark J Synnott, Sally R Synnott and The Gale Trustee 10,400,000 10,400,000Co Limited (as trustees of The Opito Family Trust)Adam L Ryall, Judith M Ryall and Stanley A 1,200,000 1,200,000Carwardine (as trustees of the Punchestown Family Trust)Gregory J Muir, Debra J Muir and Geoffrey 1,111,100 1,111,100A Lawrie (as trustees of the Muir Trust)Pumpkin Patch Nominees Limited 9,875,000 9,875,000 4(as trustee for various PPL employee share schemes) (C shares)Maurice J Prendergast, Nigel P Smith and Trustee 5,709,700 5,709,700Services No 4 Limited (as trustees of various(B shares)PPL employee share schemes)Public, including institutional and 0 Between 0 and 81,027,200professional investors(number depends on the level of subscriptionsreceived under the Share Offer).75